The Ultimate Spider
by ChainGangSoldier45
Summary: During a battle with Venom, Spider-Man gets injured leaving him unable to move. Then Six months later, he's healed. Now he has to battle a new enemy, but what he doesn't realize is that he isn't alone, his friends there to help him.
1. Broken Down

**Chapter 1: Broken Down**

I'm sitting on a rooftop over looking the great city of New York, My name is Peter Parker but that's only during school but when there's trouble around then you can call me Spider-Man or your Friendly Neighborhood Spider-Man. I was about to shoot a web out when I hear a scream so I look down to see a woman running but the weird part was no one was coming after her so I jumped down and swung over and landed on the side of the building.

"Miss, are you okay?" I ask but don't get no response so I leap down and walk over to her. "Miss…." I start to ask but before I could finish a black fist comes out of nowhere and knocks me across the street right into the building. I sit up and shake my head of cobwebs before looking at where the woman but to shock the woman is no longer there but standing there is my worst enemy Venom.

"Hello Spider-Man" said Venom before picking me up and chucking me into a car across the street.

"Okay Ow" I shout then I look up to see Venom coming down on top of me so I use my agility and move out of the way. I flick my wrists and shoot webs at Venom's head, I use that distraction and launch at him. I tackle him then summersault into the air on the ground, I go to move but before I could Venom shoots his webs and now my feet are stuck to the ground.

This time Venom tackles me to the ground and start pounding me in the face, I don't know what it is but Venom seems stronger this time. I go to punch him but he catches my fist and squeezes it and that's when I hear a crack. I scream in pain, he throws my arm to the ground then picks up my other arm and does the same to that one. I was relived when he got up so I thought he was done but then to my horror Venom brings his foot down hard and again I hear a crack this time in my knee.

Due to the pain I pass out, I couldn't believe this…. Could this be the end of Spider-Man? The sound of voices brings me out of my stasis and when I open my eyes I find myself in a medical room. I go to lift my arms but when I do a sharp pain flows though them causing me to cry out in pain. My cry must've alerted someone because the next thing I know the door to the room comes sliding open and four people come running into the room.

My eyes could register them at first but then their faces finally came into focus, standing there were Ava Ayala a.k.a. White Tiger, Luke Cage a.k.a. Power Man, Daniel "Danny" Rand a.k.a. Iron Fist and Sam Alexander a.k.a. Nova or what I like to call him Bucket Head.

"Pete, are you okay?" asked Ava, I look at them and shake my head no then I ask,

"What happened?"

"You got your spidey butt handed to you that's what happened" replied Sam, I turn to him and say,

"What are you talking about Bucket Head?"

"What he means is that you were attacked by Venom and during the battle he broke both of your wrists and your right knee," responded Cage, the look of pure shock comes over me and then I ask,

"Why can't remember any of it?"

"You where in so much pain you passed out" said Danny

"Your lucky we were able to locate you," added Ava, I go to say something but before I could say anything the door opens again and in walks S.H.E.I.L.D Director Nick Fury.

"Ah good your up, how do you feel?" asks Fury

"Like crap" I replied, then without thinking I try to get up but both Ava and Cage hold me down.

"Your not going anywhere Parker, you're staying here until you heal" Nick said before turning and walking out the door,

"Wait about my aunt? I have talk to her," I shouted out after him

"Don't worry Web Head, Fury sent a letter to your Aunt saying that you were part of a group field trip that will last until you heal" Sam told me before turning and leaving the room with Danny and Cage right behind him, leaving me alone with Ava. I turn to her and say,

"Aren't you going with them?"

"Why so I can sit there and listen to them talk about some boring stuff" she responded before grabbing a chair and sitting down next to me then what she said next caught me off guard, "Besides you like you could use the company".

**The Next Day**

Sitting in the bed was causing me stress, I wanted to be out there saving people not sitting here not doing nothing will on the bright side I did get to talk to Ava every day and sometimes Cage but mostly Ava. It was kind of weird but it turns out me and Ava have a lot in common even tough I like to joke around and she takes being a hero very seriously.

"Who know Pete, sitting here and actually having a chance to talk to you is really nice, I mean I'm not trying to be rude but since yesterday we have really gotten a chance to get to know each other" said Ava after we finished up our homework for tomorrow.

"You know what Ava, your right this has actually been very nice" I replied, we look to see that it's gotten late so Ava stands up and turns to leave. "Ava wait" I call after her, she stops and turns to look at me, "When I heal, I hope nothing changes between us"

She smiles, "Don't worry Pete, nothings going to change" then she turns and leaves me to sleep.

***Okay so here is my first shot a Ultimate Spider-Man fanfic so please no flaming but please review **


	2. I'm Back

**First off I would like to thank for you who added this story to your favorites and review so I thought I would upload Chapter 2 so here you go.  
**

***I also happened to jack a scene from the Amazing Spider-Man film and put in here, I don't own Ultimate Spider-Man  
**

**Chapter 2: I'm Back**

It has been six months today I was broken down by Venom, today was my first day back as Spider-Man and I was currently training to see if I had fully recovered. I did a back flip just as a robot's claw came at me, I cross my arms and shoot webs at two robots then I pulled slamming them together.

It was down to the last robot and me, it swung and I leaped landing on top of it. Using my super strength and making a fist I punched a hole in the robot's head then the pulled the wires out shutting it down.

Fury's baldhead appeared on the screen that was located in the room, "Well it looks like your back and better because you just destroyed our three strongest robots" he said then added, "Now get in here".

"Hold your horses…don't get your tighty whities in a bunch" I replied,

"Yep…. He's back," said Fury, the door opened and I walked though. I'm making my way to the Ops center when I hear a noise coming from behind me so I jump up into the rafters.

"Wow Pete, still a little jumpy?" came a voice from below me, I look down to see White Tiger staring up at me and I replied,

"Ava, I'm still a little jumpy since the last time I let my guard down…I practically beaten to death by Venom". Ava laughed, I jumped down landing next to her and I say, "It's not funny"

"It's kind of funny" she replied, I shake my head and we both walk to Ops room together. When the door opens, we see Cage, Danny and Sam along with Fury and Coulson waiting for us.

"It's about time you join us Web Head," said an irritated Nova

"Leave him alone Bucket Head," growled White Tiger, everyone looked at her with pure shock then before anyone could say anything I turned and left the room. I was sick and tired of Nova disrespecting me; I opened the hatch and walked outside. I ran to the end and leaped,

As I was free falling, I shot a web and swung. I landed on a rooftop; I look down to see a man trying to break into a yellow car. I leaped down and landed right next to him. "If your going to steal a car…. Don't dress like a car thief," I said as I walked towards him. The man turned to me and said,

"What are you a cop?"

I was taken aback, seriously I wasn't gone that long so then I replied, "And you seriously think I'm a cop in a skin tight red and blue outfit?" the man steps back and draws a small knife. I stop and step back; I start crouching down and say,

"Oh no…. you've found my weakness…. It's small knives" then before the thief could say anything I shot multiple webs. I stand up to see the thief's hands and legs webbed to the wall behind him, I start to sniffling so I turn then after walking away a few steps I sharply turn and say, "Ah-choo" I shoot a web and nailed the thief right in the crotch".

I start laughing my head off, "It's not funny" shouted the thief and so I stop laughing then say,

"It's kind of funny", the sound of police sirens are heard coming this way so I turn and shoot a web launching me into the air.

"That's was some impressive webbing" came a voice from behind me so I turn to see White Tiger standing there.

"I'm not going back there…. I'm sick of Nova disrespecting me" I told her, I turn back around and go to shoot a web when I feel Tiger's hand on my shoulder so I stop.

"Don't listen to him Pete, Just came back and show the others that you'll be the bigger man," she said, I think about it for a moment then I shake my head so we head back to the heilcarrier.

Right after we left the cops showed up, one began to cut the car thief down when suddenly he feels something on his shoulder. He looks up and is about to scream when he is shot into the air, the car thief begins to freak out and the other cop looks at him and when he doesn't see his partner he looks around then he feels something on his shoulder.

He puts his hand to the shoulder and when he brings it to his face, he sees a red liquid then before he knew what was happening a dark shadow is over him when he looks up the last thing he sees is a red figure coming down on him. The car thief sees the red figure and begins to scream, the creature turns his attention to the creature and then leaps at the scream car thief.

**Back at the Helicarrier**

The first thing we noticed when we walked into Ops was that Cage, Iron Fist and Nova were gone. The only two there were Fury and Coulson, "Ah so you decided to came back" said Fury who had his back to us and I went to say something when he said, "Do you know what takes place this Friday?"

"Well... Yeah it's Midtown High Prom" I replied, Fury turned to face us and said,

"Good because your going on a recon mission that night, you and Ava will be going as a prom dates"

"We're what?" we asked in unison

"I'm not repeating myself," said Fury before turning and leaving us with Coulson in the room.

"He's kidding right?" I asked, Coulson said

"He never kids" then he turns and leaves us in the room alone, I turn to Ava who looks at me and I say,

"So I guess I'll see you Friday at 8?"

"Shut up" she says before turning around and leaving me alone in the room, I just stand there and groan.

**Oh man That's funny... Peter and Ava have to be prom dates at the senior prom for a recon mission but wait what's the mission about? only time will tell and who was that creature that attacked the cops and car thief? only one way to find out and that's to reivew**


	3. Not This Time

**Here is chapter 3, thanks for the reviews I welcome them **

**Chapter 3: Not This Time**

Man school is so boring, well to me it is since I finish all the homework during study hall last period. I would go to sleep but you can with Ms. Dawson watching you with her hawk like eyes all of the time. "Okay class, since you were so well behaved today I'm allowing you some work time and if you wish you may work with a partner," she said.

"Hey Pete wanna partner up?" came a voice to my right, I turn my head to see red head girl sitting next to me and so I responded,

"Sure MJ"

She scoots her desk closer and she works on the homework while I just sit there and help her with any questions she had. Just as the bell rang she finished, I grabbed my things and headed straight to my locker when my spidey senses go haywire. I use my agility and turn just in time to catch a football aimed at my head, "Well take a look at that… Puny Parker has some moves" came a voice that I knew all too well.

I turn my body fully in time to see Flash Thompson and some of his cronies surround me… oh joy. "You know Parker, it's a shame that you seem to be in the right places at the right time" Flash said, I sign and roll my eyes. Once again my spider sense went off and this time I dodge an incoming fist from one of Flash's guys.

I roll out of the way and start running off towards the end of the hallway, when I reach the end I run into someone. "Jeez watch were your going Parker" came a voice that I recognized also, I looked across from me to see Ava sitting there in front of me so I jump up and grab her arm. As I'm running I'm pulling her along with me, "Peter the hell are you doing?" asked Ava,

"I'm running from Flash" I replied not stopping to see if Flash and his goons were still following up. After turning about three corners I finally stop, "What did you do now?" asked an out of breath Ava.

"I didn't do nothing, he came at me" I replied also out of breath, I look around the corner and see that Flash must've given up so I turn back to Ava and say, "Sorry for running into you… I was so caught up in not wanting Flash to catch me that I didn't notice my spider sense going off".

"Your lucky we're friends Parker or I would end you right now" she said before walking away, I roll my eyes and since school was over I left. I was walking down the sidewalk when I heard a scream… well more than one then I saw an out of control car flying down the street so I ducked into the alleyway and quickly changed into my spidey suit.

I came swing out of the alleyway, trying to catch up with the car when I get hit in my side. I land on the side of the building, I look around to see what attacked me and that's when I saw him.

"Time for round 2 Venom?" I shout,

"This time I'll make sure to end you," replied the monster, I shake my head and responded by saying,

"Not this time" I go to attack him when I remembered the car, then out of the corner of my eye I saw a white figure appeared with a black ponytail. I smile under my mask and then turn my attention back to ugly, we lung at each other and I hit him with a right.

We land on a rooftop, he swings at me and do a back flip to evade his attack, and I use both of my hands and web his face. I use this as a distraction so I land a couple of punches to the face and stomach; I go to land the final blow when Cage and Iron Fist appear. They go to help but I stop them when I say, "No I have to do this by myself".

"Spider we're a team" replied Cage but it was Fist who understand what I meant so he said,

"He's doing this it redeem his lost against the monster from their first battle doing this Spider-Man will be hole once more" I turn my attention back to Venom and run and land some more punches before landing an uppercut. Fury and some S.H.I.E.L.D agents appeared on the rooftop with a container, which they placed Venom inside of.

"You think you won? Soon you will face real carnage," shouted Venom as they carried him away from. Fury turns to face me when White Tiger appears between us and starts chewing me out.

"Are you insane? You've could've gotten hurt, what were you thinking…. Are all boys this thickhead?" she screamed at my face and I swear I could feel some spit hitting my face.

"Wow Tiger didn't know you cared" I responded with sarcasm in my voice, she leaned forward and whispered in my ear,

"Bite me" then we turned our attention to Fury who said,

"Tomorrow you will be going undercover at your school's prom, the reason is that we believe is that one of your fellow students is secretly helping one of our most wanted villains we don't know who but if you find them then we will find out who he works for" we all stare at him with blank expressions and then he asks, "Any questions?"

I raise my hand and ask, "You want the five of us to go undercover to find someone that you don't know about?"

"Yes and only four of you are going for we also have reason to believe that who ever this person works for has kidnapped Nova since we have not been able to locate him in the last twenty four hours" replied Fury before he left us standing there on the rooftop.

**Thanks for reading don't forget to review**


	4. Prom Night Part 1

***Okay here is Chapter 4, sorry it took a little longer than I thought but here it is thanks for the reviews or should I say comments and story favorites and alerts.  
**

***I would also like to announce that i have introduced an OC so enjoy!  
**

**Chapter 4: Prom Night Part 1**

I am not usually the one who goes to dances with beautiful girls…. Wait did I just say Ava was beautiful? Okay wake up Parker pay attention to the teacher who was walking around picking up whatever homework we had finished. "So Peter are you going to Prom tonight or are you going to stay home like you did for homecoming?" asked MJ who was sitting to my right.

"Actually for the first time in his nerdy life Peter Parker is going to prom" I replied, MJ laughed then asked the question I wished she hadn't,

"So are you going someone or by yourself?"

I gulped then replied, "Actually Ava and I are going together". Then I asked, "What about you?"

"I was going to go with Harry but then at the last minute he blew me off to go with Liz so I guess I'm going alone" she replied just then the door to the classroom opened and in walked a boy we never seen before.

"Can I help you?" asked the teacher when he noticed the new arrival,

"Yeah I just transferred here, my name is Colt Connors and no I'm not related to Dr. Curt Connors," replied the boy,

"You can take the seat behind Ms. Watson," replied the teacher, the boy nodded his head then made this way over and sat down at the desk behind MJ. Being her friendly self turns around and says,

"Hi Colt, my name is Mary Jane but you can call me MJ and this is my friend Peter Parker". Colt smiled and replied,

"Nice to meet you MJ…. Peter", I don't know if it's his smile or what but there's something off about this guy.

"So Peter if your going with Ava does that mean she asked you?" asked a smiling MJ, I roll my eyes and reply,

"Oh Ha-Ha" luckily before she could respond the bell for lunch rang so I grabbed my stuff and made my way to my locker then it was off to the lunch room. After grabbing my food I turn around and the first thing I notice is that Ava was sitting alone so I walked over to where she was sitting. "Hey Ava, where's Cage and Danny?"

"They didn't come to school today, they are searching for Sam" she replied while playing with her food. I could tell she was lonely so I asked,

"Mind if I sit down?"

"Please do" she responded so I sat down next to her, I pick up my fork and begin poking whatever the lunch lady put on it. "I'm confused is this meat even edible?" my little food joke made Ava laugh which I've never heard before.

"Yeah your right, after taking a closer look at the mash potatoes… I'm beginning to think it winked at me," she said, I go to say something when my communicator goes off and so I look at Ava. We both get up and make our way out of the lunch room, after making sure no one was around I answered, "Go ahead Nick" I said,

'Parker I have an out of control bus that's going to crash into your school, Ava I need you to make sure no one gets hurt" responded Fury. We take off down the hall, luckily when we went though the side door there were no teachers roaming the halls. We rushed off in different directions; I quickly changed into my Spider-Man costume and shot a web launching me into the air.

I kept swinging until I find the bus; I land on the bus and stick my head in. "Is everyone okay?" I asked

"It's the brakes…. I tried to pull the lever but it's stuck", replied the bus driver. I nod then crawl down and leaned against the front of the bus. I took a deep breath, I reached out and shoot webs at two buildings the bus was about to past. When bus passed them I used my strength to hold on, I see White Tiger telling folks that are standing in front of the school to move and they do when they notice the bus coming their way.

I see the school getting closer and closer so I close my eyes, then there was nothing and so I open my eyes to see that the bus had stopped there was about an inch between me and midtown high. I take a long deep breath; I release the webs and fall to the ground. "Spider-Man are you okay?" asked White Tiger who ran over to me, I stand up and then notice there are rips in my suits.

"Oh come on, I just fixed these rips yesterday".

**Later that night**

I'm standing in the living room in front of the mirror as I fix my tie, Aunt May comes in and she smiles when she sees me. I look at the clock and see that I need to make my way to Ava's house… yes you see Fury wanted us to only go undercover but still live though the experience of having a great prom.

I walk down the block and turn the corner; I look up at the house that they had set up for Ava to use as a front fro a home. I take a deep breath then walk up the steps and knock on the door. The door opens and standing in the door way was two S.H.I.E.L.D agents posing as Ava's parents. "Oh Peter come in, Ava is getting ready" said "Ava's father", I enter and the woman closes the door behind me.

"Ava, Peter is here" called the woman then not three seconds later Ava came out onto the stair landing in a whit dress. My jaw literally drops but I quickly recover and close it.

"Ava…. You look beautiful," I finally say after staring at her for about two minutes.

"Just shut up Parker and let's go" she replied after rolling eyes but not before I caught her smile. We made our way to back to Midtown High, talked some more as we walked side by side.

"Any news on Sam?" I asked,

"No… I hope he's okay," she answers,

"Don't worry we'll find him" I tell to her before opening the door for her leading into the gym which the Prom is being held. The first thing we do is take pictures which I didn't want to do but she dragged me over then after that we walk out onto the dance floor.

I begin to scan the crowd, I stop when I see MJ and she's dancing with the new guy Colt Connors. "What is Pete?" asked Ava,

"It's the new guy…. Colt Connors, there's something about him I don't trust" I replied, and then the next thing we know Cage and Danny appear next to us. "Any luck finding Sam?" I asked,

"Nope, it's like he just disappeared off the face of the earth" Cage and then Danny added,

"We all know that is not impossible", I go to respond when a large blast came from behind us knocking us all to the ground. We look up and all four of our jaws drop when we see Nova floating in the air above us and then two creatures enter. One was red and the other was yellow.

"Nova what the hell are you doing?" I shouted,

"Joining the winning side," he replied

***yes I ended on a cliffhanger but I thought it would be a good idea to make it into two parts so what did you think of Nova going bad... please don't hate me because of it just give it a chance, thanks for reading and please don't forget to comment.**


	5. Prom Night Part 2

**Hola people, here is Part 2 now I enjoyed the reviews I received and yes I did get one review where reader was not happy about me making Nova evil and ask that I make him good again well to answer that review I cannot disclose if Nova will become good again it all depends on I what I can think of on how to continue the story so enjoy!  
**

**I do not own Ultimate Spider-Man only my OC Colt Connors who does not appear in this chapter but will be in the next one.  
**

**Chapter 5: Prom Night Part 2**

_Last Time on The Ultimate Spider_

"_Ava, Peter is here" called the woman then not three seconds later Ava came out onto the stair landing in a whit dress. My jaw literally drops but I quickly recover and close it._

"_Ava…. You look beautiful," I finally say after staring at her for about two minutes. _

"_Just shut up Parker and let's go" she replied after rolling eyes but not before I caught her smile. We made our way to back to Midtown High, talked some more as we walked side by side. _

"_Any news on Sam?" I asked,_

"_No… I hope he's okay," she answers, _

"_Don't worry we'll find him" I tell to her before opening the door for her leading into the gym which the Prom is being held. The first thing we do is take pictures which I didn't want to do but she dragged me over then after that we walk out onto the dance floor._

_I begin to scan the crowd, I stop when I see MJ and she's dancing with the new guy Colt Connors. "What is Pete?" asked Ava, _

"_It's the new guy…. Colt Connors, there's something about him I don't trust" I replied, and then the next thing we know Cage and Danny appear next to us. "Any luck finding Sam?" I asked,_

"_Nope, it's like he just disappeared off the face of the earth" Cage and then Danny added,_

"_We all know that is not impossible", I go to respond when a large blast came from behind us knocking us all to the ground. We look up and all four of our jaws drop when we see Nova floating in the air above us and then two creatures enter. One was red and the other was yellow._

"_Nova what the hell are you doing?" I shouted,_

"_Joining the winning side," he replied_

Now on The Ultimate Spider

My fellow classmates all screamed and started running, we all got mixed into the crowd then quickly we changed into our costumes. I came swinging in and landed on the basketball hoop, "Who are your friends Nova? Chaperones?" I asked only for the red monster to grab me with his claw hand which reminded me of someone who was in S.H.I.E.L.D. custody.

"Now you will face the wrath of Carnage," the red creature breathed into my face, which made me cough, and I said,

"Two… words breath mint" then the monster called Carnage threw me into the air and I'm caught by the yellow creature that also breathed into my face,

"Scream for me"

"Make that a double mint for you" I reply before kicking the monster called Scream in the gut making her release me from her alien grip. I landed on the ground just as Ava, Cage and Danny entered the gym.

"What are those things?" asked Cage when he saw Carnage and Scream to which I reply,

"Their called Carnage and Scream"

"I'll take Scream," said Ava and then before any of us could reply she ran at Scream and they began to fight.

"You guys take Carnage, I'll take Nova," I said then before they could respond I shot a web and went straight at Nova kicking him to the ground. "Why are you doing this?" I barked at him,

"I'm doing this because of you" he replied,

"What are you talking about?" I asked

"Ever since you beaten senseless by Venom and you White Tiger spent a whole lot of time together then one day I asked her out and do you know what she said?" he said,

"She said that you weren't wearing any pants?" I asked with sarcasm in my voice at the same time dodging a blast from him.

"NO! She turned me down and then I found out it was because she has feelings for you," he said before trying to hit me with another energy blast, which I dodged again.

"What are you talking? Besides that you go evil because the girl you like doesn't feel the same way? Lame" I respond, then I shoot a web at his face covering his eyes. I leap and land a right to the side of his head, I go to land but he recovers quickly and blasts me in the stomach.

I'm on the ground with Nova standing over me, then he lights up to land the final blow when he himself is knocked backwards. I look up to see Iron Man floating behind me, "it's about time Fury sends some help" I say as I stand up then I realize that my suit is ruined again.

I turned to see the rest of the Avengers where also there talking to my teammates. I walk over and see Ava talking to Wasp so I decide to talk to Iron Man, "Thanks for the save" I say, he nodes then suddenly the ground starts to shake so we all rush outside and see Frost Giants coming this way…. Wait what the hell are Frost Giants doing here? Well no time to waste so my teammates and me teamed up with the Avengers to take the Giants down.

I walk over to Ava, "So what was Nova's deal?" she asked when I reached her to which I replied,

"He decided to go all evil because you wouldn't go out with him and because according to him you have feelings for someone else" she shakes her head then my spidey sense goes off and then a Frost Giant is up and is bring his club down on Ava so I push her out of the way. I ended up taking the club and Iron Man who was right there blasts the Giant with his Ion Blast.

Ava runs over as I get helped up by Cage, "Spider-Man are you okay?" she asks and I shake my head yes then she hits me in the arm.

"What was that for?" I ask while rubbing my arm, then before I knew what was going on she lifts her mask up over her lips and does the same to me making me say, "Uh Tiger what are you doing?" Then she responds by pressing her lips against mine not caring if anyone sees. When she pulls away all I can say is, "Whoa" which makes her laugh.

**So what did you think? what about Ava kissing Peter? anyways thanks for reading and don't forget to review also know that the next chapter will be up on Sunday.**


	6. Someone Save Him

***Okay here it is, sorry I wanted this chapter up earlier but due to somethings I couldn't but that's the past and this chapter is here and yes once again like Chapter 2 I jacked a scene from Amazing Spider-Man and I also jacked the suit so don't hate.  
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***I don't own Ultimate Spider-Man only Colt Connors who does appear in this chapter but barely  
**

**Chapter 6: Someone Save Him**

"**SPIDER-MAN AND WHITE TIGER SHOW PUBLIC AFFECTION AFTER BATTLING WHITE GIANTS"** read the headline of the Daily Bugle, I shake my head as I'm walking down the sidewalk on my way to school and then dump the paper in the proper waste bin. Just as I'm turning the corner a blast comes from behind me, I turn to see Nova flying around looking for someone so I duck into the alleyway.

I change into my new spider suit, yes I said new spider suit for you see because of the battle last night my suit was ruined beyond repair so I was forced to make a brand new one. I came swing out and kicking Nova to the ground, I landed on the side of a building right above him.

"What did you do now Nova? Lose your puppy?" I asked before evading one of his blasts, "Missed me… missed me… now you have to kiss me" I said mocking him before leaping out of the way from another one of his attacks.

"I'm going to destroy you Spider-Man!" shouted Nova who kept trying to hit me with his energy shots.

"Like I haven't heard that one before", I replied along with rolling my eyes under my mask. I leap at Nova and grab him then flip him over my head to the ground. I jump on top of him and grab his arm, twisting it to the back then say "Say uncle and I'll let go".

"Screw you Parker," he muttered only loud enough for me to hear him so I twisted it harder.

"SAY IT!" I shouted louder than I should have but luckily S.H.I.E.L.D showed up to take Nova away. Fury walked over to me,

"We'll get though to him, somehow" he said then turned away and started walking. He stopped and said, "You wanted him to say uncle?"

"Hey he started it not me" I replied then before he could responded I shot a web up and left Fury there with his agents and Nova who was now in custody. I check my watch to see that school has started, how am I supposed to sneak into the school without getting caught? I shake my head then look down to see…. Wait isn't that Colt? Where the heck is he going? So being my nosey self I decide to follow him.

I follow Colt for like another six blocks before finally he stopped and entered an alleyway. "What are you up too Colt" I mutter under my breath, I follow him as I'm running across rooftops then stop when he reaches an door on the side of a building. I watch as Colt enters the building so I leap and cling to the building, I crawl and look into each window until I see Colt.

I watch Colt as he enters another room that has no windows so wait about what seems forever but he comes back out so to remember this place I set a spider tracker right by the window.

I look up and shoot a web and lead to school, I was just about make it when I hear screaming coming from the bridge so I make my way over there. I land on top of a railing and see that cars were leaning and about to fall I shoot webs securing the cars to the bridge so that the people could get out. I go to leave when I hear a man shouting, "Someone save my son" I turn my head just in time to see the car with boy inside falling so I jump and swing under the bridge.

I shoot a web to the car then to the bridge, I drop the car and rip the back window out which causes the boy to scream. "Help… Help" shouts the kid,

"Kid…. hey I here to save you" I shout, the kid looks in the back and sees me then starts screaming again so I do something that I would never do again and that is I take my mask. "Hey look I'm just a guy" I shout, the kid looks at me and stops so I toss my mask down to him. He puts it on and as he does I say, "Yeah that's right put it on it'll make you strong".

The kid starts to climb, the webbing on the car breaks to I grab the tailgate and the other end of the web. "Come on buddy a little faster" I mutter trying to hold on but can't as the car breaks from my grip so I shoot a web and pull the kid out of the car right to me. The kid takes my mask off and places it on my head for me; I get the kid on my back and start climbing the web to the bridge.

I reach of the rail when suddenly a hand appears and helps me up back onto the bridge. I look up to see the kid's father standing there, the kid lets go and runs to his father who picks him up and embraces his son in a hug. The father looks at me and says something that I haven't heard before, "Thank you for saving my son Spider-Man" I nod my head before shooting a web into the air leaving them behind me.

I keep swinging until I reach a building with a gargoyle and sit there over looking the city. I watch cars go by, I was happy that I could reunite the kid with his father which is something I can't do but enough about that I mean their dead which means I'll never see them again and that's when the tears start flowing down my cheeks.

**So what did you think? Did I do good and your not upset at me anymore? thanks for reading don't forget to review.**


	7. The First Date

**I'm back with another chapter in The Ultimate Spider story, thanks for the reviews and story alerts and favorites and so Enjoy!  
**

***I don't own Ultimate Spider-Man only Colt Connors  
**

**Chapter 7: The First Date**

Have you ever tired to have a peaceful sleep with good dreams but end up getting those Scary Nightmares that make you sit straight in your bed, sweating nonstop well that happened to me and so I stumbled out of my bed making a b-line straight to the bathroom. I look into the mirror and see the dark bags under my eyes, so I turn the faucet on and cup my hands then splash the water on my face waking myself up.

I come out of the bathroom with a towel drying my face off, just as I enter my room my cell phone goes off so I pick it up to see that MJ is calling me. "Hey MJ" I say after pushing the talk button,

"Hey Pete, how are you feeling?" she asked

I was confused then I said, "I'm feeling much better now," she said she was glad then I asked how she was doing and she said,

"I'm on my way to meet Colt, yesterday during lunch he asked me out"

"Good… but MJ promise me that you'll be careful I don't know what it is but there's something about him that bothers me" I replied,

"Peter I'm a big girl I think I can handle myself" she said before hanging up on me, jeez… please don't let nothing else bad happen to me today. I change out of my clothes into my Spider-Man suit then open my window, making sure no one is looking I shoot a web and jump out the window.

I swing into town, I mean today could be the day where I don't have to do something or save anyone but then of course it happens. I see a figure leaving an though a hotel room on the top floor, I follow the figure who's running along the rooftops then after waiting I finally drop down in front of him.

"Whoa where's the fire?" I asked the figure I notice is wearing a red sleeveless vest with red hood. The figure pulled an arrow out and shot it at me so I leaped but he was too quick for me, when I was in the air he already had another arrow and shot it right at me hitting me in the chest which the tip broke and I found myself wrapped with a metal binds.

I struggle with the metal binds but can't see to get myself out; I look up and watch as the man in red drops down from the roof to the street below. "Man Pete, you couldn't even take a guy with arrows but you can take Nova?" came a voice from behind who I realized was Ava.

"Less mocking more helping," I replied, she walks over and using her metal claw cuts me loose. I stand up and rub my wrists, "I don't get it… I could've taken him but it was like he had been scouting me" I said,

"Well whatever he did, he did a good job" she replied, We said our goodbyes and then I swung off back home to get ready for tonight.

I entered the window and quickly changed into my clothes, I rushed downstairs and started getting everything ready then at five-thirty sharp the door bell rang so I walked over and before opening the door I took a deep breath then opened the door to see Ava standing there in a… a dress. "Wow" I said when I saw her, I moved aside to let her in then led out to the back where I had a table set up and then after she sat down I rushed inside to get the food that Aunt May had cooked for me while I was out.

I brought out the drinks first then the plates of spaghetti and meatballs. "So Ava what made you want to become the superhero known as White Tiger?" I asked,

"My brother was the first White Tiger before me…. He was killed during on a mission and so when I got old enough I took over as White Tiger" she replied,

"Ava… I'm sorry I didn't know", I said,

"It's okay" she replied with a smile, after that we began talking and telling each other more about ourselves the only subject I stayed away from was talking about my parents. "So wait during your freshman year at Midtown, you went on a field trip to OsCorp labs and that's where you were bitten by the spider which gave you your powers?" said Ava,

"Yes, then my first major villain was Lizard who turned out to be Dr. Connors the whole time" I responded,

"So who inspired you to be a hero?" she asked, I took a deep breath then said,

"It…. It was my Uncle Ben, we had gotten into an argument then that night he came to talk to me when he found me at a little store and I got mad at the clerk so I didn't stop a robber from robbing him then he ran outside and I guess my Uncle tried to stop him and he ended up getting shot" I stopped then tears started coming down so Ava came over by me and pulled me into a hug and then she said,

"It's not your fault" she was right, it wasn't my fault then I looked up into her green eyes and that's when I leaned in and we kissed. The sound of a breaking dish coming inside the house was heard so we so we jump up and run inside. We first check the kitchen but she wasn't there but then we find Aunt May standing in the hallway,

"Aunt May what's wrong?" I ask her, she doesn't responded so I follow her gaze and find that it ends at the door where a man and a woman where standing. "Who are you?" I ask then the man says something that makes me feel like the world around me just dropped.

"Hello Son"

**Dun Dun Dun DUN! didn't expect that did you well it happened so what do you think? thanks for reading and don't forget to review I promise to update as soon as possible. **


	8. Wrong Answer

**Okay first off, I just went and saw The Amazing Spider-Man movie and I have to say I liked that one so much more than the Spider-Man movie with what's his face. Anyways here is Chapter 8 so enjoy!  
**

**Chapter 8: Wrong Answer**

_Last Time On The Ultimate Spider_

"_So who inspired you to be a hero?" she asked, I took a deep breath then said,_

"_It…. It was my Uncle Ben, we had gotten into an argument then that night he came to talk to me when he found me at a little store and I got mad at the clerk so I didn't stop a robber from robbing him then he ran outside and I guess my Uncle tried to stop him and he ended up getting shot" I stopped then tears started coming down so Ava came over by me and pulled me into a hug and then she said,_

"_It's not your fault" she was right, it wasn't my fault then I looked up into her green eyes and that's when I leaned in and we kissed. The sound of a breaking dish coming inside the house was heard so we so we jump up and run inside. We first check the kitchen but she wasn't there but then we find Aunt May standing in the hallway, _

"_Aunt May what's wrong?" I ask her, she doesn't responded so I follow her gaze and find that it ends at the door where a man and a woman where standing. "Who are you?" I ask then the man says something that makes me feel like the world around me just dropped._

"_Hello Son"_

Now on The Ultimate Spider

I stare at the people who claim to be my parents, "Honey don't you recognize us?" asked the woman but I don't answer only continue to stare in disbelief. I shake my vigorously then say,

"You can't be here, it's not possible" I clasp my hands to my head then quickly turn and run up the steps straight to my room. I slam the door shut, I pace around my room then decide to clear my head so I begin to change into my suit and that's when my spider sense starts going crazy. I hear footsteps coming to my door, the door handle starts to turn so I pull my mask off and leap though the window just as the door opens.

I keep swinging without stopping, going over in my head what just took place. Two people show up at Aunt May's claiming to be my parents but I know that's not possible. I release my web and land on a rooftop, I look down upon the city still going over any way that they could be whom they claim to be but that's just not possible.

"IT'S NOT POSSIBLE!" I shout

"Do you want to talk about?" came a voice from behind me so I turn to see White Tiger coming towards me.

"Those People aren't my parents" I reply,

"Why would you say that?" she asks to which I reply,

"Cause they're dead" she stares at me and then asks,

"Are you sure?" I then realize that I could be wrong, the bodies they found and they claimed to be my parents where burned so bad that they shouldn't been recognizable. I try to think back to that day when I opened the font door and found a man standing there asking to see my Aunt and Uncle.

I think about the man, his face… his face looks familiar from somewhere and that's when it hit me, "Coulson" I say then anger starts to rise inside of me for this whole time S.H.I.E.L.D. has been hiding something from me.

"Why did you just say Coulson?" asked Ava

"He knows something about my parents, it was him who came to my Aunt and Uncle's house and told them about my parents now it's time he answered some questions" I reply, Ava walks over and puts her hand on my shoulder then says,

"Let's go together" I nod then she press a button on her wrist, a blue beam appears and brings us up to the Helicarrier. We make our way though and make sure to check each room until we found Coulson talking to Maria Hill,

"COULSON" I shout, he turns and looks at me then back to Hill so then I say even louder, "COULSON, WE NEED TO TALK NOW!" Hill walks away so Coulson turns to me and says,

"What can I help you with Peter?"

"Maybe you would like to explain to me why a man and woman showed up at my Aunt's door claiming to be my parents" I replied,

"I honestly have no idea what you're talking about Mr. Parker" he responded, the way he said that showed that he didn't know anything. "So let me get this straight…. A man and woman showed up at your Aunt's house claiming to be your parents and you didn't think to try and see if they were?" he added

I put my hand to the back of my head and begin to rub it, "Ha, I guess I could've done that…. And I know the best way to" I responded, Ava and me left the helicarrier and we landed in an alleyway. We took turns not looking while the other changed then we made our way back to my Aunt's house.

We walked though the front door, "Found him" cried Ava who pretended that she found walking around the town. She pulled me into the living room where we found Aunt May and the couple sitting,

"Um Aunt May, can I talk to you for a minute?" I say, an Aunt May node her then gets up and follows me into the kitchen. "Do you believe them?" I asked her,

"I don't… don't know" she replied, I nod my head then say,

"I think I have a way of finding out" then we both walked out and went back into the living room. "Okay say I believe you when you say you're my parents but is okay if I ask you a couple of questions?" I say,

"Of course… if it helps" replied the man so I begin my questions and the first one I ask is,

"What are your names?"

"Richard and Mary Parker" replied the man

"Okay, second question, this is one is for my "father", what was the last thing you said to me before you left me here?" I ask, I watch as the man is thinking which was odd cause when I asked the first question he was able to answer right away.

"Ah, yes I said listen to your Aunt and Uncle" he finally answered with a smile on his face, I look at both Ava and Aunt May then looked back at "dad" with a smile then said,

"Wrong answer"

***So there you have it, that last part where Peter asks the man what the last thing he said to Peter, I got that from the Amazing Spider-Man move thanks for reading and don't forget to review**


	9. The Enemy's True Face

**Thanks to everyone who's reviewed or has this as a story alert/favorite so here is Chapter 9 finally and in this chapter you will learn who is Spider-Man's enemy of the story so enjoy! and oh my OC Colt Conners is now a major character in this story along with my new OC Alice but still enjoy!  
**

**Chapter 9: The Enemy's True Face**

_Last Time on The Ultimate Spider_

"_Okay say I believe you when you say you're my parents but is okay if I ask you a couple of questions?" I say,_

"_Of course… if it helps" replied the man so I begin my questions and the first one I ask is, _

"_What are your names?"_

"_Richard and Mary Parker" replied the man_

"_Okay, second question, this is one is for my "father", what was the last thing you said to me before you left me here?" I ask, I watch as the man is thinking which was odd cause when I asked the first question he was able to answer right away._

"_Ah, yes I said listen to your Aunt and Uncle" he finally answered with a smile on his face, I look at both Ava and Aunt May then looked back at "dad" with a smile then said,_

"_Wrong answer"_

Now on The Ultimate Spider

Everyone is silent, then suddenly without warning the two people sitting across from me leaped at me only for I was ready and so I lifted my feet up then launched them across the room. "Ava get Aunt May out of here" I said, Ava went to say something but I interrupted her and said, "NOW!"

Ava escorted my Aunt out the back; I jumped up to the ceiling to avoid the person claiming to be my father jumped at me. Now your probably saying Peter what are you doing using your powers in front of people, well… I let you know that I seriously doubt that a person who can lift up Aunt May's TV and throw it like a fast ball is seriously not human.

I use my agility and crawl quickly to my room, I slam the door shut and change into my Spider-Man suit then went up to the ceiling to wait for my attackers. The door comes crashing in and they walk in, "Can Spider-Man come out in play?" asked the woman…. Wait did she say Spider-Man? Anyways I whistle and so she looks up and I drop down on top of her.

"Tag your it," I said, I then shoot web at the man's face then tackle him out the window. My spider sense goes off so I turn to see the woman leaping out my window right at me so roll out of the way and shot a web at the woman knocking her to the ground.

I walk over and grab the man by the collar, "Who are you?" I demanded suddenly the man's face turned green and his human ears became pointy.

"We are The Skrull, we are coming to take Earth for it rightfully belongs to us not you puny things called humans" replied the green creature. Me being the hero that I am I say,

"Um hello? Earth has Heroes and um duh we'll stop you" then Skrull started laughing which sent chills up my spine then he said,

"We are everywhere" so I pulled my fist back then brought it down across the Skrull's face knocking him out cold. I drag the male Skrull over to where the female Skrull is lying and then I web them together, I hear movement from behind so I turn to see Aunt May and Ava come out from behind the house.

Aunt May screams when she sees the Skrull, "What are those things?" she asks so I reply,

"Um they call themselves Skrull and they're coming to take over Earth"

"But you and other Superheroes will stop them right?" asked Ava

"Of course" I responded with a little hint telling Ava that there is more but I'll tell her at a later time.

"Wait about my Nephew Peter?" asked Aunt May just as she was about go inside, I quickly think of an excuse when Ava spoke,

"He texted me and said that he was going to go find help, you know Ms. Parker maybe it would be safer if you stayed with someone else for a while" my Aunt nodded her head then went inside to get her things together. Ava walked over to me and so I said,

"I can't believe I'm saying this but…. According to this Skrull they could be anywhere or anyone"

"So what that means is that we can't trust anyone? Unless we can prove if they're really them?" she asked

I nod my head then Fury appeared with some agents, Fury made his way over to us but I put my hand out to stop him. "Sorry Fury but according to these things they can be anyone or anywhere" I said,

"I understand, so is there any way to prove to you that I'm me?" he asked so I responded by saying,

"When you came to me and asked to join this team what did you say to me?"

"I said we're going shape into becoming one of the best like the Avengers… if you lasted that long" he replied with a straight face and without blinking. I take a deep breath and then go to say something when S.H.I.E.L.D Agents started falling like flies when arrows coming out of nowhere hit them.

As each agent fell they turned into Skrulls and that's when the man in red appeared, "Who are you?" I said, the man didn't reply all he did was pull his hood off to reveal Colt Connors.

"Wait… your him? The guy who actually beat me?" I asked and Colt replied,

"This isn't about that, this is about The Skrull starting war and it's up to those Heroes that have yet fall victim but our odds aren't looking good, they already took over the Avengers and so the only Heroes left are you, White Tiger, Me and Alice"

"Who's Alice?" asked Ava who was now in her White Tiger suit and just then a blond haired woman appeared next to Colt.

"Colt and Alice were part of the Avengers: The Next Generation program but due to complications the program had to be shut down and that's when I brought in you five" said Fury.

"Wait what about Cage and Iron Fist?" I asked

"They were the first taken by The Skrull" responded Colt

**Soooo What did you think? thanks for reading don't forget to review**


	10. Angry Spider

**okay first off sorry it's short will make it up to you, so enjoy... and please don't be mad at me when your done  
**

**Chapter 10: Angry Spider**

"So you mean to tell me, out all the heroes only us four are left?" asked Ava, we were back in the Helicarrier. Colt shook his head then said,

"Thankfully no, they should be any minute" just then the door to the Ops room opens and in walks Wolverine, Blade, Cyclops and Storm. I see Wolverine making his away the table so I move to the side of Ava trying to avoid him at any costs.

"Wait so your still telling us out of every hero in the world… we are the only ones who haven't been replaced by Skrulls?" I ask but before any could answer a large blast came from outside the Ops room so we rushed out to find The Avengers standing there then without a word Wolverine tackled Hulk and they started to fight.

I used my webs and catapult right at Iron Man tackling him into another room; I was on his back pounding on his helmet when he used his jets in his boots to go backwards. We crashed right into the wall so I let go and fell to the ground, I hovered over me and raised his hand to hit me with a ion blast when he was hit from behind which sent him into the wall.

I'm still a little out of it when a hand reaches down and helps me up, I look up and see Nova standing next to me. "You looked like you needed some help," he said,

"Thanks" I replied

"Listen Web Head, I'm sorry for the way I've been acting… it was stupid of me and I hope we can put this behind us and save the world" he said before sticking out his hand for me to shake. I look at him for a few seconds then shook his hand; we emerged back into the hallway where everyone was standing around someone or something.

I pushed though the crowd and immediately stopped in my tracks when I saw Ava's body lying there and she… she wasn't moving. I crouched down next to her and cradle her body in my arms, "This can't be happening… tell me she's alright and this is just a Skrull" I said, I feel an hand on my shoulder but I shake it off and then stand up and look at everyone. "That's it, forget about waiting for them to strike…. We're taking the fight to them", I say before walking past them straight outside.

I look out into the sky, I pull my mask off to reveal tears but I quickly wiped them away when Colt appeared at my side. "We'll stop them, I promise you," he said,

"Why wasn't anyone there to save her? Why wasn't I there to save her" I replied, he placed his hand on my shoulder when Alice came out and said,

"One of the Skrull's have awoken, Fury is questioning him now" we turn and follow her inside.

"I'll ask you one more time…. Where are you keeping the others" said Fury who then slammed his fists on the table but the Skrull only laughed so I barged into the room, and grabbed Fury and threw him out then locked the door…. Even went ahead and broke the handle off the door.

I grabbed the Skrull and slammed him up against the wall, "Tell me where they are," I barked,

"You don't scare me human, no sort of interrogation you use will not break me," replied the Skrull with a smile so I picked him up and slammed him down hard on the table.

"Do you Skrulls have emotion? Do you have feelings?" I asked with venom in my voice,

"If you mean do we have love feelings for female Skrull then yes we do," he replied,

"Today during your little raid, one of my teammates and the girl I loved was killed…. Now how would you feel if that happened to a female Skrull you loved?" I replied,

"Wouldn't care, that is always another female Skrull to taker her place" it replied, I lifted my hand and strike the Skrull across the face repeatedly until Wolverine broke into the room and pulled me off of the Skrull.

"Let me go" I shout kicking the air but stop when I realize he won't release me then he placed me on the ground where I sat and waited. Six hours later Fury appeared and so I looked up,

"We got them" he said

**Thanks for reading don't forget to review**


	11. My Hero

***Okay so some of you said that you would cry if Ava was really dead plus I also recieved a comment from the President of the Iron Fist fanclub saying if I didn't bring him back that they would stalk me... which truth be told scared the hell out of me anyways all of your answers will be answered in this chapter.  
**

**Chapter 11: My Hero**

_Last Time on The Ultimate Spider_

_I pushed though the crowd and immediately stopped in my tracks when I saw Ava's body lying there and she… she wasn't moving. I crouched down next to her and cradle her body in my arms, "This can't be happening… tell me she's alright and this is just a Skrull" I said, I feel an hand on my shoulder but I shake it off and then stand up and look at everyone. "That's it, forget about waiting for them to strike…. We're taking the fight to them", I say before walking past them straight outside._

_I look out into the sky, I pull my mask off to reveal tears but I quickly wiped them away when Colt appeared at my side. "We'll stop them, I promise you," he said,_

"_Why wasn't anyone there to save her? Why wasn't I there to save her" I replied,_

Now

I sat in silence while Fury revealed that the Skrull had finally given up the location of the captured heroes. "We've learned that the Skrull are keeping them on a space station, in deep space this may be our only chance to save the others so when we go in… we must do whatever it takes to make sure we succeed" said Fury who kept his eyes on me the whole time.

Everyone turned when suddenly the door opened and in walked Black Panther, Colt quickly pulled out an arrow and pointed it at him and Wolverine drew his claws and begin to sniff Panther then said, "He's clean" then everyone was at ease.

"Nice of you to join us Panther" said Fury,

"I'm not doing this for you Fury…. I'm doing this for my people" replied Panther who walked and stood next to me. We made our way into the ship that would be bringing us to the ship.

I see the station from out the window, it's huge and with guns aiming at us then they start shooting but because Cyclops is flying we're able to evade they blasts and we land in the hangar of the station. I'm the first one to exit the ship and immediately I'm webbing up Skrull after Skrull with Black Panther right behind me taking down any Skrull I miss.

While the others are busy fight the Skrull a large door opens to reveal the Super Skrull who has all the powers of the Fantastic Four. "Spider-Man, you and Black Panther go and find the others we'll keep them busy" cried Cyclops so Panther and I turn and run out of the hangar.

I leap to the ceiling then crawl until I'm right above two Skrull guards then leap down and take both of them out, I push a button and the doors open but no one comes out so we both enter a separate cell to find a hero bound to a well and the hero I come to find is none other than Iron Man.

I use my super strength and free Iron man from his binds then he goes to work to freeing the others when I walked out I turn my head to a door at the end of the hallway so I make my way to it.

"Spider-Man the hostages are free we must leave" said Panther from behind but I continued until I reached the door. I turned the handle but it wouldn't budge so I rip the door off the hinges and walked in, Panther and Iron Man followed me in. I when I walked in I found a sign saying Interrogation so I continued to walk then I stopped when I reached a table.

There is a white sheet covering something, "Is it me or does it look like there's a body under the table?" asked Tony and without replying I walk up and pull the sheet of the table.

"It… it can't be…." I say in shock

"My God it's…" Panther started to say but then I finish by saying,

"It's Ava" Tony walks up and using his tech scans the body to see if it's really her, when he is done he doesn't say anything so I say, "Well… is it her?" I ask and he replies,

"Yeah…. It's really her" then before any of them can say anything I break her metal binds and then pick her bridal style and carry her out to the ship. When we emerge I see Colt standing by our ship's dock shooting arrows left and right then he sees us but mostly me carry Ava.

Without a word I carry her onto the ship and sit down in a chair, the whole trip back to earth I was quite and no one said a word to me then as soon as we landed I carried her off the ship straight past Fury and Coulson right to the medical area placing her on a bed were a medical person began checking on her.

"If that's Ava then who did we find earlier?" asked Fury

"It's obvious isn't it? It was a Skrull a replacement…. One Wolverine didn't bother to tell us about" I replied then before Fury could respond the medical worker came out and said,

"She'll be fine but she's weak and keeps asking for you Spider-Man" I walk in and sit down next to her bed. She turns her head and weakly smiles when she sees me.

"You know that last time we were both in here, I was lying in the bed and you were sitting right here" was the first thing I said,

"I knew you would come for me" she replied,

"Actually the Skrull that replaced you didn't change back into it's true form so we all though you were dead" I responded, She reached out and I grabbed her hand and held it there when she finally said,

"Doesn't matter just know this Peter Parker… you are my hero and always will be" I got up and leaned down then kissed her on they lips before leaving so she could get some rest.

"You know this war isn't over yet right," asked Colt when I came out, I looked at him and before turning and walking away I said,

"Of Course"

***Okay so is everyone happy with me? Ava's back and so is Iron Fist along with Luke Cage thanks for reading and don't forget to review**


	12. The Fall Of The Skrull

**Okay so I said that The Skrull were going to be the main villain of the story but honestly I can't think of anymore for them so this is the final chapter in what I would call The Skrull Invasion Arc anyways enjoy and make sure to read the Author's Not at the end.  
**

***I don't own Ultimate Spider-Man only Colt Connors/Ares  
**

**Chapter 12: The Fall Of The Skrull**

"So today is the day?" asked Ava who was now feeling much better since she was rescued from the Skrull space station.

"Yes, I promise to make them pay for what they did to you" I said, she smiles then grabs my hand, I kiss her on the forehead before turning and leaving and the first people I see is Colt along with Panther. I walk over to them, "So did we figure whom the king is disguising himself as yet?" I ask,

"Not yet but we're getting close, it would have to be someone you wouldn't expect… someone who could pass right under our noses" replied Colt but I didn't really heard him for I was thinking then I thought of something.

"I'm going to check on my Aunt and see if she's okay," I said before turning and walking away. I ran to the end of the hangar then leaped free-falling until I saw a building then shot a web and swung until I reached my Aunt's repaired house. Now I would go in but… I'm still in my costume besides I won't be staying long.

Suddenly my spider sense went off so I look around but I didn't see anything but then the next thing I know I fist connects to the side of my head knocking me out cold.

A slap to the face wakes me, I stir for a minute then I look up and when I see who slapped me it causes my eyes widen in shock. "This whole time… it's been you…. You're the King," I say which earns me another slap to the face.

"That's right… it was all too easy to fool you humans," said the King, I glare at him who was hiding from the shadows then I say,

"Show your self coward!" I shout, then the King Skrull laughed then he stepped out from the shadow. I couldn't believe it… standing in front of me was… me? Okay that's just messed up.

"Surprised? You shouldn't be… I mean because of you and the other's saving your friends we're going to move up our plans but now that you're here that means we can forward with our plans" said the King then he turned and left me tied to a steel chair but what they didn't know was that I activated my communicator and the others heard everything.

Not two seconds later the windows came crashing in and then heroes began to coming in though them. I used my super strength and with the King distracted I tacked him outside, we began to fight while Colt used his arrows to take down any Skrulls.

Panther and Alice were taking down every other Skrull then when they were done they all ran to help the others with the Skrulls, which left the King and I to fight it out.

"I'm going to stop you" I said as I moved out of the way from his webbing and shot him with webbing of my whole which nailed him in the face then I landed a right then a left.

"You are a fool Spider-Man, how do you know that you haven't been in a hostage all this time? And it was I who helped the others… do you know it wasn't me who kissed Ava?" he said that last part sent me over the edge and I started on loading punches and kicks not stopping until I let my anger get the better which allowed Skrull King to return the punishment.

The Skrull King placed me in a headlock along with making me look out and see my friends fighting King Skrull's men. "Look at them…. Whence you fail then they shall fall", he said as he tightens his grip on my throat.

"There's only one… problem" I reply

"Oh yeah? What's that?" asked the Skrull King then I said,

"Like all villains… you'll fail" then suddenly an arrow came flying and nailed the Skrull King in the head knocking him backwards then Panther appeared so we both kicked him backwards. I punch him causing him to turn to Panther who gave him a punch of his own and then finally Colt hit him with a spin heel kick to the side of the face knocking the Skrull King out for good.

"Its done we finally did it, We can now rest" said Colt then I added,

"Like for like two seconds tops" then we turned and walked down the steps to the field where all the others were waiting for us.

"Smart move with turning on the communicator Web Head" said Wolverine to which I replied,

"Thanks fur ball" Wolverine replied a growl but I ignored him and walked back to the ship that they used to come and get me.I walk in and sit down in one of the chairs then Panther appears in the chair next to me while Colt and Logan took the pilot and co-pilot chairs.

"Something is troubling you my friend?" asked Black Panther when the chopper was in the air; I take a deep breath then say,

"It's just something the Skrull King said…. I mean according to him… it was him who was with you guys the whole time but that's impossible cause Wolverine would've noticed but then I realized he did forget to mention that…. oh ewww that Ava that was lying dead on the floor of the helicarrier was a Skrull then at means I KISSED A SKRULL GROSS"

I place my head in my hands then Panther put his hand on my shoulder and said, "Don't worry my friend when we get back to S.H.I.E.L.D then you can ask White Tiger yourself"

As soon as the chopper landed I was already out of it running inside straight to the medical bay where Ava was still lying in bed. "Ava… can I ask you a question?" I asked when I sat down next to her,

"What's up Pete?" she asked so I replied,

"The Skrull King was disguised as me and he claims that he was there on the date with you but it was me right?"

"Pete do you remember what personal thing you told me?" she asked to which I replied,

"I told you about my uncle and now he died after we had a huge fight", she grabbed my hand then pulled me to her making our lips to meet.

"That is the correct answer… My Hero" she said with a smile, which made me smile also.

**Well there you go, okay so instead of me picking who the real and this time real final villain so i decided I'll let you the readers decided by voting in a poll that is located on my profile page and then I want you to PM me and tell me who you think who should be put in a team of four with Peter and Ava to battle the final Villain. don't forget to review**


	13. The Second Date

**I'm back, sorry that it took forever to upload a new chapter, but I had writer's block then I got a stomach virus but I'm feeling better and the writer's block is gone so here you go enjoy!  
**

**I would like also to point that when I was writing the first part of this chapter between Peter and Flash I got sick (Not really) because stuff like that really happens in real life  
**

**Chapter 13: The Second Date**

I jolt awake at the sound of my cell phone going, I franticly search for my phone and even stumble over my textbooks that I had for some reason piled on the floor. "OW…. Stubbed my toe…. Stubbed my toe" I said then I finally found my phone which was hiding under my spidey suit. "Hello?" I said when I answered it,

"_Hey Pete was just wondering if you were on your way?" _

"Ava…. Oh yes I'm on my way" I quickly replied when I realized that we were having our second date today. I quickly put my clothes in a duffle bag then put on my spidey suit, I opened the window to my bedroom then jumped out and started swinging into the city.

I keep swinging until I reach the alleyway that was a block away from the pizza parlor where I was meeting Ava. After making sure no one was looking I quickly pulled on my street clothes before walking out on sidewalk, I glanced over and unfortunaly I saw Flash and his goons on the other sideway so to try an avoid a confrontation I pulled my hood over my head but it was no use for they saw me. "Hey Parker…. Where you going?" came Flash's voice but I continued to walk away so they started following me.

Just as I turn the corner, Flash and his goons have me surrounded so I say, "C'mon Flash, I don't want any trouble"

"Well that's to bad Parker…. Cause you got it" he replied then that's when my spider sense went off so I ducked one punch but Flash was right there to connect with his right to the side of my face. I fall to the ground and that's when they begin to kick me the sides but then they stopped. I tilted my head up and standing between me, Flash and his goons was Colt… that dude always has good timing.

"Leave him alone Flash… Why don't you go pick on someone you could defend himself?" said Colt, Flash and his boys started laughing then Flash said,

"What the hell Connors? We're just having some fun with Parker" Colt shook his head and replied,

"You know… it's people like you that make me sick, you go around picking on guys who are smaller than you… you know what just because you get treated like dirt at home doesn't mean you can go around and make someone feel that way just because you do" Flash and his goons all looked at Colt with distaste then they turned around and walked off.

Colt turned and helped me up from the ground, "You alright Parker?" he asked while I dusted myself off and then wiped the blood from my lip.

"Thanks for saving for me Colt, I just wish Flash would leave me" I replied, I felt a bruise coming on my right eye. I thanked Colt one more time then continued walking until I was outside the pizza parlor, I walked in and instantly saw Ava who saw me then waved me over. I walked over and took the booth seat across from her; the first thing she saw was black eye.

"Oh my god! Peter what happened?" she asked,

"I had a little run-in with Flash and his buddies but luckily Colt showed up and stood up for me" I replied, she got up and got into the booth with me. She grabbed a napkin, wet it then started dabbing my eye with it. "Sorry our second date didn't start off so well" I said,

"Don't worry about it… I mean you're here now so now we can have a good time together and have a normal date unlike our first one when the Skrull showed up pretending to be your parents" she replied, we smiled then the pizza parlor owner walked over.

"Ah…. Peter Parker, my favorite customer what can I do for you today?" he asked,

"Hey Luigi, yeah can we get a supreme pizza with two Dr. Peppers" I replied so he turned and walked off to begin our order. Ava got up and went back to her seat,

"So Pete can I ask you a question?" she asked,

"Sure what's up?" I responded

"Is it true that you had a thing for MJ?" she asked,

"I'll admit I had a thing for her but that was back in middle school before I became Spider-Man and before I met you" I replied, She smiled and accepted my answer then our food appeared so started to eat. "So Ava who was your first crush?" I asked which must've caught her off guard cause she started coughing.

"My first crush was a boy named Cole Bryant, he was a twin and they both had superpowers but after a large attack he and his brother disappeared and I never saw him again so I moved on" she replied,

"Wait I think I read about him, he and his brother were apart of Avengers: The Next Generation project just like Colt and Alice" I said,

"You think that S.H.E.I.L.D knows what really happened?" she asked, I shake my head then we make plans to find out what happened to Cole and his brother Dylan. We take a last bit of pizza and one last sip of our sodas before leaving, we made our way down the street and then she said, "You know… New York City is kind of beautiful at night and there is no crazy bad guy trying to destroy it"

"Your right…. But I know something beautiful than New York" I said,

"Oh yeah? What?" she asked to which I replied by saying,

"I don't know if you know her, she's smart…. Beautiful and the most lovely girl I've ever seen" she went to slap my arm but I caught her hand then pulled her close to me. "That girl's name is Ava Ayala and I'm proud to say that I love her" I added, she smiled then replied by saying,

"I love you too bug boy" then we pressed our lips together and when we did, I'm happy to say there where fireworks blasting off in my head.

**Thanks for reading don't forget to review**


	14. Up Setting News

**Here is Chapter 14 which picks up the next day after the last chapter and in this chapter you learn some well I guess the title says it all.  
**

***I don't own Ultimate Spider-man Series, only Colt Connors/ Ares, Alice, Cole and Dylan Bryant(Mentioned)  
**

**Chapter 14: Up Setting News**

We both waited until everyone was gone before Ava and I made our way down to the records room where they kept files on all current and former members of S.H.I.E.L.D. "You know we're going to get caught right?" Ava kept saying as we turned every corner,

"You know that we won't as long as we stay out of anyone's sight right?" I replied with a smirk on under my mask. I wasn't paying attention when I turned the corner and walked right into Colt, who by the look of it knew we were coming so he said,

"Pete… Ava…. Whatcha doing?"

"We were just walking around, you know stretching the legs" I replied but I could tell that he didn't buy my excuse when he said,

"I know what your doing and I advise you not to do it"

"What exactly are we doing?" asked Ava to which he replied,

"The only thing someone could down here is look at records of all current and former members of S.H.I.E.L.D which you both know is against the rules"

"We're just trying to find out what happened to Ava's old crush and his brother" I responded but my response didn't sit well with Colt who must've know who I was talking about for the next thing he said was,

"If I was you Ava… I would forget everything you know about Cole and Dylan Bryant"

"Oh yeah? Why should I?" she asked and when Colt replied she stopped in her tracks,

"Because… they're dead" then before either one of us could responded Colt walked past us going straight back to the Command Deck. I turn to her and I can see the look of confusion on her face,

"Ava…. Are you okay?" I asked but she didn't answer me, instead she walked right past me like I wasn't there and continued onto the records room so I ran after her right into the room. When I entered the room, I found her sitting at a computer typing away but every time she entered Cole or Dylan a red flag came up.

"This doesn't make sense…. They were top heroes in the Avengers: The Next Generation project right behind Colt and Alice but right before Sam and I" she finally said after moments of silence. I walk up and put my hand on her shoulder, she turns around and jumps right into my arms, which caught me off guard for a second before I returned the hug.

Our happiness was shorted live however as we heard someone clear their throat at the doorway and we turned we found Coulson standing there with a unimpressed look on his face.

"Ops room now" he said sternly then sharply turned and we followed him, hand in hand and when we reached the Ops room we found Fury along with Colt waiting for us inside.

"Parker… Ayala explain NOW!" demanded Fury, Ava went to speak but I cut her off due to her curtain state.

"We were looking for any records on Cole and Dylan Bryant" I said, I immediately saw that my answer didn't please Fury who then said,

"Any record or mention of those two were erased from our computers"

"Why? Cause they died?" I asked as I was getting more confused than ever then Fury said something that made us both drop into the chairs in front of us.

"Died? They didn't die… no… they betrayed this agency then they turned on us and attacked us… nearly killed everyone on this Heilcarrier"

"But Colt said they died?" I said

"I meant they were dead to me for what they did to the only person I cared for" he replied with anger in his voice, we looked at him confused then he signed before saying, "Before I came a part of The Avengers: The Next Generation Program… I took care of two orphans, Rue and Core. When they showed their true colors during a battle with Doom…. They turned on us and then… Cole killed Core in cold blood"

I was just about to respond when Ava leaped across the table and tackled Colt to the ground then started beating so I ran over and pulled her off of him. "Let me go… He's lying Cole would never kill anyone in cold blood… damn it Peter let me go now" she screamed but I didn't budge in release her from my grip.

"What the hell is wrong with you? I'm sorry that you loved him but he was a crazy jack ass who killed an innocent boy just because he wanted to" Colt snapped at us, he stormed out of the room leaving us with Fury and Coulson who where both unhappy at what just took place.

"For breaking S.H.I.E.L.D regulations I'm placing both of you on suspension until I see that you two are fit to return" said Fury before turning and leaving us in the Ops room with Coulson.

"What does that mean?" I asked Coulson to which he replied,

"It basically means that you are not allowed to interact with any S.H.I.E.L.D Agent during your suspension"

"So you're basically saying that if we're having a tough time taking down a bad guy don't expect any help from the others?" I asked

"Pretty much" replied Coulson before leaving us in the room alone; I turn to Ava who back sitting in the chair with her head down on the table.

"Ava… are you okay?" I asked

"How can I? I just found out that the man I had a thing for became a murder and now he and his brother are public enemy number one" she replied, she lifted her head and looked at me with tears running down her cheeks so I reached over and wiped them away before saying,

"What do we do now?"

"There's only way one thing to do and that's to protect New York whenever a bad guy shows up with or without the others help" she replied with a faint smile. We stood up and exited the Helicarrier.

**Thanks for reading don't forget to review**


	15. Overtime

***Hello people I am back with another wonderful chapter, now all I can tell you is that this chapter does end on a cliffhanger but you do get to meet the Twins Cole and Dylan. I would also like to point out that one of Spider-Man's familiar villain's shows up in this chapter. Plus Colt Connors/Ares is also in this chapter so enjoy!  
**

***Honestly I don't need a disclaimer cause you should already know that the only thing I own is Colt Connors/Ares  
**

**Chapter 15: Overtime**

I don't know how long I've been sitting up on this rooftop waiting for something to happen but I've must've fallen asleep cause I was shaken awake by White Tiger. "I wasn't sleeping mommy honestly" I blurted out then I realized where I was and who was with me. I rubbed my head then lifted my mask above my nose, I reached over and picked up the coffee that she had brought for me and I took a sip from it. "Anything happen while I was resting my eyes?" I asked,

"If that's what you want to call it…. Besides that no" replied White Tiger, I walked over and stood next to her then look down at the city of New York. Not two seconds later our prayers were answered when an alarm went off so we leaped into action and when we arrived we found a huge hole located where the door use to be. Before one of us could take a step a giant figure stepped out, we both realized that it was a man in a rhino suit.

"Man and I thought I looked ridiculous," I mutter under my breath so only White Tiger and I could hear. The rhino saw us then he said,

"I am the Rhino and no puny Spider or Tiger is going to stop me from takin' this loot" then before he could take another step I shot a web and yanked the loot from his hand which made roar in anger. "Stupid Spider… I'll squash you like a bug" roared Rhino who then charged at us so I pushed White Tiger aside taking the blow, which knocked me to the ground hard.

"Okay OWWW… that hurt" I shouted then before Rhino could stomp down on me I leaped out of the way. Tiger ran and kicked Rhino in the side of his face then I followed that up with an uppercut causing Rhino to stumble backwards. We ran together in rhyme and at the same time drop kicked Rhino knocking him on his butt, I picked up the down stop sign pole and using my super strength wrapped it around him then the NYPD showed up to take him into custody.

"That wasn't as hard as I thought it would be" I replied when I noticed she was standing next to me.

"I know…. I expect someone of Rhino's stature to be harder to beat but…. That was way too easy" said Tiger, we turned and left the area going back up to our spot and that's where we saw Colt or when he's out doing some superhero work Ares waiting for us. "What do you want Ares… if you recall we were suspended so we can't talk" said Tiger, Ares looked at us both then said,

"For record, I never follow Fury's rules but that's not the reason why I'm here…. I'm here to apologize to you White Tiger for flying off the handle two days ago, it was wrong of me"

White Tiger didn't answer at first but then she said, "Stupid boys…. What are you apologizing for? I should be the one doing that for attacking you for no reason" I look from her to Ares then back to her then say,

"Okay I'm going to walk over there" so I walked away so that they could have some quite time to talk things over. I was only able to take one step when the spot in front of me exploded, the three of us looked up to see two men hovering in mid-air in front of us. White Tiger recognized one of them so she said,

"Cole? What are you doing?"

"Doing something I should've done years ago… kill Ares" he replied then before Ares could react Cole's brother Dylan blasts him in the chest knocking him out cold. I quickly shoot a web and it covers Dylan in the eyes causing him to land so I run and tackle him to the ground while White Tiger talking to Cole. "You can't beat us Ava, so do the right thing and join us" said Cole.

"Is it true that you killed that little boy in cold blood?" she asked ignoring what he had just said, Cole landed down in front of her and before replying he looked into her eyes then said,

"Yes" then before he could react she slashed him across the face with her metal claw then they started to fight. Meanwhile I was using my agility to avoid every energy blast I could that Dylan was throwing at me.

"You stupid spider…. You think you can beat us? We are the greatest villains in the world," sneered Dylan, I roll my eyes under my mask then say,

"Please real super villains try to take over the world when you're only killing innocent people" then I landed an right to his jaw and that's when an arrow came whirling past my head then the tip exploded revealing a green net that wrapped around Dylan knocking him to the ground. I turn my head to see that Ares had recovered from the blast, "You sure took your time to recover" I said jokily and he replied,

"You looked like you had things under control" then we turned our attention to White Tiger who was fighting Cole but during the fight I noticed Cole's hands started to glow so I shouted,

"White Tiger…. Look out!" but it was too late, there was flash of light when it was gone we saw that Cole and Dylan were gone but they weren't the only one. "He took Ava," I muttered. I looked down then I realized that we we're back on the S.H.I.E.L.D Helicarrier, "I can't be here?" I said to Ares.

"Due to the new predicament, I'm reinstating you" came a voice from behind me that I know too well so I turned to Fury and Coulson standing there.

"What do we do now?" I asked to which Coulson replied,

"What we do best, save Ava"

**Thanks for reading and don't forget to review!**


	16. Not From Our Universe

**Sorry for the lack of update, but here is the next chapter so here you go  
**

**Chapter 16: Not From Our Universe**

We have all been searching for weeks, Ares and I search all night and day looking for any hint as to where Ava was but so far we have been unlucky. I blame myself for not saving her day when I had a chance to do so; Aunt May calls and I tell her that I'm staying over at Harry's house…. I hate lying to her. To be honest I haven't talked to Harry for months; Ares breaks my thoughts,

"You should get some rest, you've gone two weeks without sleep," he said, I shake my head. I can't sleep now; cause I know that once I do then something is going to happen so we have to keep moving. Ares goes from rooftop to rooftop while I swing around town, "Spider-Man, you have to know something about Cole and Dylan" said Ares.

"What?" I asked,

"Between the two of them…. Cole is more dangerous" he replied. We keep going but then we stop when we both see White Tiger standing there on a rooftop so we land down in front of her. I walk towards her and go to speak but before I can White Tiger jumps up and hits me in the face with a spin heel kick. I stumble backwards, She comes at us with claws out we evaded her by leaping to the sides and then she turns her attention to Ares. Ares tired his best not to hurt White Tiger, he used arrows that would net her but she would just cut though them with her claws. I shot web at her and caught her legs, I ran at her and quickly wrapped my arms around her to try and settle her down.

"Ava… settle down…. It's me… its Pete," I whispered into her ear, she struggles in my grasp so I do the only thing I can do. "Ares, knock her out" I say, Ares cocks an arrow then shoots it and when it hits it's target White Tiger she passes out in my arms. It kills me that I had to do that to her so I pick her up bridal style, Ares pressed a button on his wrist and we were transported back onto the Helicarrier. "Fury…. Coulson…. Hill…. ANYONE!" I shout as we make our way to the medic area, Fury, Coulson, Hill, Nova, Iron Fist, Power Man and Alice answered my cry.

"What the hell Parker?" asks Fury,

"We had to knock her out sir, we believe she has been brainwashed" replied Ares who pulled his hood off his head. Coulson pulls White Tiger's mask off then checks Ava's eyes, "Were we right?" asks Colt to which Coulson turns to Fury and says,

"I'm not sure, we're going to need help from someone who specializes in brainwashing" Fury nods then him, Coulson and Hill leave the room leaving me with Colt, Sam, Luke, Danny and Alice. We didn't have to wait long cause the door opened again and in walked Fury and Coulson with Dr. Strange; Strange stood next to Ava and started muttering something. A purple aura surrounded Ava, I felt helpless just standing there and not being able to help her.

Strange finally finished, he was quite for a while then he said, "This woman here is not from our time…. I looked into her mind and the time see comes from… the man she loves is dead, she became angry and confused so instead of helping people she turned to a life of crime" everyone stood in silence trying to absorb what we had just learned then I raised my hand.

"So if that's not our Ava…. Then where is she?" I asked,

"If this Ava is from a different universe is in ours then that means our Ava is in her universe" replies Strange, again we are silent for we have no clue what to say but then Fury breaks the silence by saying,

"We're going to find Cole and Dylan then we're going to save Ava and bring her home"

"But sir, we can't have the whole team on this mission, we can only scarce four members" said Hill, Fury nodded his head then said,

"Alright, Parker…. Connors… Pick two others cause I'm choosing you to take on this mission to bring Ava home", Colt and I shake our heads then turn and leave the medic area.

We enter a room where every superhero's files are kept, Colt sits down at the computer and we begin to scan though them. "How about Iron Man?" I asked,

"As much as I would like to work with Stark again…. I don't like his battle methods," replied Colt without taking his eyes off the screen. We finally came to an agreement that the final two members should be female that left us with Invisible Woman, Wasp, Ms. Marvel, Alice, Storm and Jean Grey. "I say we take Alice," said Colt, I raise an eyebrow under my mask for you see it's no secret that Colt has feelings for Alice.

"Alright if you pick her then I'm going to pick the final member and I pick… White Tiger" I said, Colt turned his head to face me then said,

"We can't pick White…. You have to be kidding me" he finally caught on to what I meant.

"Think about it…. If she helps us then we can help her return to her universe" I said in my defense, Colt thought about it for a moment then he agreed and not time for the hard part getting her to agree to it. I left the room and walked back into the medic room, I see that she has awakened but when she sees me her eyes widen in shock.

"Ben…. How are you alive?" I stare at her, her lover from her universe isn't me its some guy named Ben. I stand there without saying a word, "Ben… Ben please say something to me?" she said and I just stand there not knowing what to say…. What could I say?

**Thanks for reading and don't forget to update!  
**

**The Team for the Mission so far  
**

**Member 1: Peter Parker/Spider-Man  
**

**Member 2: Colt Connors/Ares  
**

**Member 3: Alice  
**

**Member 4: TBD  
**


	17. Team Change & Location Found

**Hello everyone I'm back again, sorry for the delay but here is chapter 17, PLEASE READ THE AUTHOR NOTE AT THE END!  
**

***I don't own Ultimate Spider-Man only Colt Connors/Ares, Alice, Dylan and Cole  
**

**Chapter 17: Team Change and Location Found**

"Ben… answer me", she said as she continued to stare right at me, I stared back still not knowing what to say for she thinks I'm some guy named Ben. "Benjamin Riley answer me" she said, I reached up and pulled my mask off of my head to reveal my face to her. When she saw my face the look the look of horror came over her, "Your not Ben…. Who the hell are you?" she asked,

"My name is Peter Parker, I'm Spider-Man in this universe," I finally said,

"What do you mean this universe?" she asked,

"This isn't your universe, the Ava… my Ava is in your universe but we're we want to help you return to yours" I said, we were both silent then she said,

"In my universe as you put it, Peter Parker is the super criminal known as Venom and Ben Riley the one Venom killed was Spider-Man…. Ben was my husband" My eyes widen in shock, in her universe… I was Venom and I killed Spider-Man who was her husband. "But I will help if you can return me to my universe" she said with a smile which I nod then leave the room but not before putting my mask back on my head.

I see Fury, Coulson, Hill, Colt and Alice waiting for me outside, "Do honestly thing its right to trust her?" asked Fury. I look at him and nod my head, "Well it's not happening Parker and there's nothing you can do to make me change my mind" he said as he crossed his arms to his chest. I stand there looking at him then suddenly Colt, Alice, Coulson and Hill were standing next to me. "You all feel the same way then?" he asks and we all nod so his arms drop to his side then he walks off leaving us standing there or so he thought as he comes back. "Fine then I'm changing the team, it's going to be Parker, Connors, White Tiger 2 and…. Maria Hill" he said then left without letting us say a word.

Both Connor and Alice went after Fury to protest the change, I turn my head to face Hill and Coulson then say, "Well this is Awkward" they nod in agreement then I turn and leave the Helicarrier to do some searching in finding out where Cole and Dylan are hiding.

(New York)

I'm swinging though town when I see MJ walking alone down the sidewalk, I turn my head and see a group of four men following her and they don't look friendly so I decide to follow them to intervene if I have to. I follow them for blocks and it looks like finally MJ has finally realized that they are following her since then so she runs into the first alleyway she comes to but the four men enter in after her. I land on the rooftop right above them, "Hey pretty girl, where you headin'?" asked one of the men but MJ continued to walk so they did the same.

They trapped in her, one man walks up to her and raises one hand then cresses her cheek so she spits at his face making him angry. He raises his hand again to strike her but I intervene by shooting a web then pull him backwards into the others, I drop down from my hiding my spot and the men rush at me. One man swings a fist at me but I duck then land an uppercut to his chin, two others come at me so I leap into the air and they run into each other.

The man who tried to strike MJ came at me, he swung fist after fist but I dodged each one. "Stay still you stupid bug, I'm going to squash you" he growled with anger and annoyance in his voice, I dodge another fist and land one of my own then other following that up with a back flip kick to his chin knocking him backwards a little. The man pulls out a gun, a .9mm to be exact now if I wasn't Spider-Man I would be scared shit-less excuse my language there but it's the truth but luckily for me I am Spider-Man so I use my spider agility and shot multiple webs at the man webbing him to the wall behind him with one last web to his mouth to keep him quite.

I turn my head to look at MJ, "Are you okay miss?" I say to her, she smiles and nods her head. I shoot a web and fly into the air and land on the rooftop below me, I look back to see MJ staring right at me then I take off leaping from rooftop to rooftop. I don't know what I should look for in finding clues for the whereabouts of Cole and Dylan, I didn't have to look wrong then a ball of fire hits me square in the chest and so I look up to see Dylan flying above me with a smile on his face.

"Well if it isn't the lonely Spider, time to die" he says then throws another fireball at me but I leap out of the way. I shoot webs at him but he dodges the moves while shooting beams at me so again I move out of the way of the blasts. "You will never find her… Bug boy," he said with sarcasm in his voice, anger rose up inside of me and that was because only Ava was allowed to call me bug boy. I leap at him and was able to tackle him to the ground, I started pounding down on his face causing him to bleed from the mouth and nose while I did that I planted a tracer on his back.

An energy blast knocks me off of Dylan, I look up to see Cole hovering above Dylan and then joined him then they were gone in a flash of light. I pushed a button on my communicator and on the screen popped up a red dot showing me their location; I smiled then said, "Got ya, you bastards". Another flash of light and I turn to see Ares, Maria Hill and White Tiger 2 standing there.

"Spider-Man are you okay?" asked Hill, I nod my head then say,

"I know where they are"

"Good lets go and get them," said Ares with a smile on his face, the other two nodded in agreement

**Team For Mission:**

**1. Peter Parker/Spider-Man  
**

**2. Colt Connors/Ares  
**

**3. Ava Ayala/White Tiger II  
**

**4. Maria Hill  
**

**Hey if you like this story then you might also like these ones two  
**

**1. The Snake Enters Arkham City  
**

**2. Fall Of The Snake And Rise Of The Bat  
**

**3. Batman Beyond Rebirth  
**

**4. Rise Of The New Green Lantern  
**

**THANKS FOR READING AND PLEASE DON'T FORGET TO REVIEW THIS SWEET STORY, I WAS ALSO WONDERING IF I SHOULD DO A SEQUEL TO THIS ONE OR HAVE THIS BE THE ONLY STORY... YOU DECIDE THE FATE THANKS AGAIN.  
**


	18. Split Up

**Hey everyone, first off this is short sorry about that and it's really just a filler chapter leading into the next four chapters. Chapters 19 & 21 will be Spider-Man and White Tiger 2 while 20 & 22 will be Ares, Maria Hill and Dylan then in Chapter 23 they will join up together again.  
**

**Chapter 18: Split Up**

"This can't be happing," said an unhappy Maria Hill, we were on the rooftop across from old abandoned S.H.E.I.L.D headquarters were Dylan and Cole were holding up their base of operations. "They're using a old S.H.E.I.L.D headquarters as a base that's crossing the line," she said,

"As of right now Maria… I don't give a damn," I said, and then before they could say anything I shot a web and went straight towards the building. I crash though a window on the top floor hoping to find one of the twins but either was there. Ares, Hill and White Tiger 2 soon joined me in the room, the only thing in the room were two portals. We walk up to the portals, "Where do you think they lead to?" I asked,

"They could lead to any universe or timeline," replied Hill, I walk over to a computer and press a button. A picture popped up on the screen, at first I don't see it but then it hits me that sitting in the room was a tied up Dylan. The four of us rush to the room and then break open the door, Dylan looks up and from the look of it Cole decided that Dylan was no longer needed. Dylan had a bloody lip and bruises on each side of his face.

"You… You have to stop him…. he's out of control…. But that's only half of it…. He's answering to someone but to whom I have no clue," said the tired and beat up Dylan.

"Do you expect us to trust you?" I asked with a hint of anger in my voice,

"I'm asking you too, cause I know that I have done many horrible things to make you make you angry with me" replied Dylan, "What I'm asking is for you to allow me to help take down my brother and who ever his master is" he adds, I turn to the others and I can tell that their thinking about it so I say,

"Are you seriously thinking about it? He's a monster…. He took Ava away and sent her off to who knows where!" I shout at them. The three of them look at me; I shake my head then leave the room with only White Tiger 2 following me out. I walk up to the two portals, I turn my head just as Maria and Ares along with Dylan enter the main room. "Alright Dylan if you really want to help us then tells where you put White Tiger" I said,

"I don't know Cole attacked me before sending her anywhere" he replied,

"Then there's only one thing we can do then," said a unhappy Ares,

"What's that?" asked Maria

"We have to split up, two of us go into one portal and other team along side Dylan go into the other portal," replied Ares,

"Team one with be White Tiger 2 and me, which means that leaves Ares and Maria" I said, the five of us turn to the portals which were now showing different places. One showed a different universe while the other showed a different time in the current universe. "Okay ladies and gents…. See you at the end" I said before my team walked though portal number one while the other team along with Dylan entered portal.

_To Be Continued…_

__**Thanks for reading and please don't forget to review **


	19. Universe 2

**Okay so I know it says Chapter 20 but this is really Chapter 19 and if you haven't seen the last chapter which is an author's note then please go read that anyways enjoy!**

Chapter 19: Universe 2

We were falling though the portal, which seem like it would last forever well that was until we hit a rooftop hard. "Okay OWW" I shout, we both stand and that's when White Tiger 2 let out a happy squeal which could only mean one thing and that was we were back in her universe. "So I take that we're in your Uni?" I asked with happiness in my voice,

"YES" she replied but her happiness was cut short when S.H.I.E.L.D agents appeared around them with their weapons pointed right at her. Agent Coulson and Fury appeared but in this universe they looked different as Fury wasn't wearing a patch over his eye and Coulson was a girl…. Wait what I shake my head vigorously trying to comprehend what is going on. I step in front of Tiger,

"Move out of the way Spider-Man" said Fury,

"No" I replied,

"Ummmm Spidey…. I when I said that I was the bad guy…. Well that's only to S.H.I.E.L.D whom now think that every costumed hero is a threat to the world" said White Tiger. My eyes widen under my mask then I quickly grab her wrist and we leap over the ledge of the building. Just as we do I shoot out a web and swing off to into the city of New York. I kept swinging without stopping until I knew we were far enough away then we landed on a rooftop.

"It would've been nice to know that S.H.I.E.L.D were the bad guys," I said, when I didn't a response from her I turned to see that she was sitting on the ledge of the building so walked over and sat down next to her. "I'm sorry…. I shouldn't had snapped at you," I said trying to comfort her, she looked at me and from what it looked like she was smiling but I couldn't tell with her mask. "So were do we start?" I asked her,

"How about you explain you two are" came a voice from behind us; we both jumped up and turned around. Standing there as a boy about our age in a black and red Spider-Man costume, I raise an eyebrow under my mask then turn to look at Tiger who was looking at me confused. We turned and saw that he was still there waiting for answers,

"I'm Spider-Man and she's White Tiger" I replied,

"Well here's the thing "Spider-Man" and that is I'm Spider-Man" he said, shock came over me. "So either you tell me who you really are or we're going to have a problem," he added,

"Here's the thing…. I'm not exactly from this Universe" I responded to him,

"Okay say if I believe you then why are you here?" he asked

"I'm here to stop a dude my age, he has my girlfriend who is White Tiger in my universe" I replied, the Spider-Man in black and red goes to responded when the three of us are knocked to the side by an explosion. We look up to see Cole flying above us, "And he would be that dude" I add then we dodge one of his blasts and then me and Spider-Man 2 shoot our webs at him but he slaps them aside like their webbing was nothing.

"It seems that Spider-Man from my universe is braver than I originally thought… He came to save his sweet Ava… how disgusting," said Cole, Spider-Man 2 shoots another web and this time it hits Cole in the face blinding enough so I can leap into the air and land a punch to his face knocking him to the ground. "You think that you'll win? HA my master is more powerful than you can imagine Bug boy…. He is the ruler of Universes and Time," replied Cole with a snarl then he shoots another blast aiming it right at White Tiger 2 but I throw myself in front of her taking the hit. I fall to the ground and roll off the ledge but I quickly grab the ledge, White Tiger 2 runs over and helps me up while Spider-man 2 fights Cole.

Spider-Man 2 throws a left only for Cole to grab his fist then land a punch of his own knocking the Spider-Man 2 to the ground. I leap up and tackle Cole to the ground, I punch him then I ask, "Where is she?" Cole looks at me and starts to laugh so I punch him again then ask, "Where is she?"

"Punch me all you want Parker…. It's not going to save her" he replied, before I could reply Cole blasts me off of him. He stands then after taking an object off his belt and tosses it to the ground next to me he says, "Let's make this into a game….. You defeat every main villain in the universe or time then a portal will open up and bring you one step closer to your precious Ava". When he was done talking a portal opened up behind him and he stepped though then before any of use could move the portal closed leaving us on the rooftop.

"Alright…. I believe that you're not from this universe," said Spider-Man 2 who came over and helped me up off the ground. "Come on…. We'll go back to my HQ and figure out some way to help you" he said, I nod my head then Tiger 2 and I follow Spider-Man 2 to a large building which on the building read Stark Industries.

"Your HQ is at Stark Industries?" I asked,

"Just because Fury is now against us doesn't mean the Avengers are going to give up on saving the world" he replied, we enter the building to see some of the great Avengers. "Tony, I have something you need to see," shouted Spider-Man 2 who then pulled off his mask to reveal his face. He's a mix of African American and Hispanic… to be honest he reminds me of someone who goes to my school of course he's three grades below me though. "My name is Miles Morales" he said as he extended out his hand which I shook, White Tiger 2 soon removed her mask also revealing that she had cut her long dark hair.

I reach up to remove my mask when we are joined by Iron Man 2 who was wearing a Patriot design on his armor and Captain America who looked the same but instead of blue it was red. "Who's the guy in the Scarlet Spider outfit?" asked Iron Man, I answer by pulling my mask off to reveal my face, which for some reason angers Iron Man and Captain, but then I realize that in this universe I'm Venom. I quickly put my hands up then say,

"Whoa wait I'm not from this Universe" I shout, they slowly lower their weapons so I continue, "I'm from a different universe…. I followed a villain from my time who took my girlfriend who's White Tiger in my Universe hostage and I'm trying to find her", the two heroes go to speak when an portal opens up and I raise an eyebrow then before we knew what was happing a large blast knocks Iron Man 2, Captain America 2, White Tiger 2, Miles and I into the portal then it closes. We all hit the ground; I look up only to duck down again as a car comes flying at us… wait cars…. That fly? I see a newspaper near me so I reach over and grab it.

"Where are we?" asked Miles, shock comes over me as I see the date then I say,

"Not where… try when" I show them the paper, which reads,

**Daily Bugle October 19, 2099**

_To be continued…_

**Wow many crazy things going on... anyways the next chapter will be about Ares, Maria and Dylan's adventure so review that way I can put it up.**_  
_


	20. Back To The Middle Ages

**Hey guys... what's good? Happy Halloween and that crap... your probably wondering why I saying this... well I think this story had lost it's mojo cause I'm now only getting two to three reviews a chapter now anyways heres Chapter 20 and for those you wanted to read about Ares' origins then this chapter spreads some light on it.  
**

***I don't own Ultimate Spider-Man only Colt Connors/Ares and Dylan, Cole along with Alice  
**

**Chapter 20: Back To The Middle Ages**

The portal opens up and Ares, Maria Hill and Dylan fall and hit the ground hard. Ares groans as he tires to stand but falls again when he feels pain in his ribs. He turns his head to see Maria and Dylan but they were wearing different clothes when they had entered the portal, he looked at himself and realized that he too was wearing different clothes…. Ones that he hadn't seen in years, he roughly shakes his head then finally stands. "Where are we?" asked Maria, Ares looks around and sees that wasn't the right question to ask so he replies by saying,

"It's not were…. Its more like when… we're in the middle ages" Ares helps Maria up, he looks around and for some reason the buildings look familiar to him but how he doesn't quite remember. Ares looks Maria over and then says, "By the way…. Your not wearing your S.H.I.E.L.D uniform nor do you have your guns" he watched as Maria looked down and started to panic.

"How is that possible? And why do you still have your arrows?" she replied, without looking at his weapons he responds by saying,

"They the older version of the arrows not the ones you guys gave me" he walks out from behind the building. Ares looks around and sees that people that were walking some wearing nothing on their feet while some rode on horses acting like they owned the place. Ares looks over and see's an old man being roughed by some men in armor, he rushes over. "Leave him alone" he snarls, the two men turn and face him but they only laugh so Ares rushes them. He knocks one to the ground while the other comes at him only for Ares to grab him then slam his head into the wall knocking him out cold. "Are you okay?" he asks the old man,

"Thank you…. But you should've done that… If King Harmon finds out that you attacked two of his guards then you shall surly pay the price with your life" replies the old man. A shock runs down Ares' spin when he hears the name Harmon, then suddenly he remembers everything that he had once forgotten.

"What happened to King Movado?" he asked,

"Poor kid…. When Harmon returned he dethroned the boy then tossed him in the dungeon with his mother… And to top it all off that bastard claims that he had killed Prince Ares" responds the older man. Ares is taken aback,

"What do you believe?" asked Maria, but Ares caught some hint of something her voice as if she knew something that he didn't.

"I believe that the young prince is alive… and I pray to god like that I know do that he comes and kills the bastard," replies the old man, before anyone could as the old man another question he walks off leaving Ares with Maria and Dylan. Ares turns and stares at Maria who senses it so she turns and looks at him.

"What?" she asked confused,

"Is there something you would like to tell me?" he asked with slight anger in his voice, Hill takes a deep breath and looks around before saying,

"Yes… your Prince Ares… Some scientists found you incased in ice and when Fury learned of it, he sent some agents to retrieve you"

"Wait how is it possible that he's alive…. It doesn't have the super soldier serum in him like Captain America did?" asked a confused Dylan who was listening to the conversation.

"It's not possible," replied Hill,

"Wait are you saying that I was dead?" asked Ares, Maria shook head then said,

"Yes you were dead…. Luckily we were able to pump air into you and bring you back" anger began to flow though Ares like he never experienced before, they had lied to him after all these years. He had been apart of S.H.I.E.L.D since he was sixteen as they had told him. Memories then began to flow back into his mind, memoires of a woman and two kids.

"Because of you I outlived the only woman I loved, and the only two kids who I cared about?" he shouted in anger. "Son of a bitch…. Do you idiots ever think of someone else beside yourself? Maybe I wanted to die…. Maybe I wanted to be Kitana" he started to breath heavily. He began to walk away,

"Were are you going?" Dylan called after him, Ares stopped and turned to face him then he said,

"I'm going to right history…. I'm going to kill Harmon…. again"

"You don't expect them to just allow you in do you?" he asked, Ares stopped again this time he turned and saw the bodies of the unconscious guards then he said,

"I have a plan" he walked over to them and said, "You and I are going to disguise ourselves as the two guards"

"What about me?" asked Hill, Ares stared at her then said, "You get to play the prisoner". Dylan and Ares quickly put the guard's armor on then tied Maria's hands together. Ares and Dylan along with their prisoner began to walk to the large castle in the distance.

(King Harmon's Palace)

The large front doors opened, Ares and Dylan escorted Maria though only to be stopped in a man in red armor. "What happened?" he asked to which Ares replied by saying,

"She was caught stealing" the man in red was quite then he said,

"Throw her in the dungeon" Ares and Dylan nodded then moved her though a separate door on the right of the front door. They made their way down a spiral staircase before coming to room full of cells. As they walked, Ares looked at each cell to see if he could see his mother and brother then he finally found them so he and Dylan placed Maria in the cell next to them.

"Fools… When I reclaim my throne then I shall make sure that you two are the first that I kill," snarled his brother,

"Tell me…. King Movado…. What would you do if your brother returned?" asked Ares; he saw the look of anger on his brother face while his mother had the look of sadness at the mention of her son.

"You dare speak such ill of my brother?" barked Movado, Ares reached up and pulled his helmet off to reveal his face.

"I would never speak ill of myself brother," he said,

_To Be Continued…_

__**Thanks to those who read and review please  
**


	21. Year 2099

**I'm back... look I did it! I was finally able to write this chapter and upload it... sorry for it being so short but I promise that the next chapter and the following chapter are longer than this... so let's call this a trial run and I would like to apologize for taking for ever to update this story... BTW there are only three chapters... wait take that back four chapters left so enjoy!**

**Chapter 21: Year 2099**

I looked around at the city that surround us, there were flying cars and…. Are those robots? Epic sweetness. "Um Spider-Man…. When did you change your suit?" asked Spider-Man 2, I raised an eyebrow under my mask then looked down and literally jumped out of my boots. My suit was all blue with a red spider on my chest and the legs draping along my arms then legs. I saw two spikes on my arms,

"What the hell happened to my suit?" I barked out loud, to be quite honest I did not like this suit one bit, its too much blue and oh so little of red. "I don't like this one bit…. Lets just find the portal and get the heck out of here" I mutter, we make our way around city and because none of us have actually been to the year 2099… we were lost…. Great. I look around as we make our way around the city; of course people were staring at us like they've never seen superheroes before.

I turn a corner only for my spider sense to go off, "WATCH OUT!" I shout before jumping backwards just as a bullet hits the spot I stood. I look up to see a man in an all black suit wearing a brown trench coat; the thing I noticed was the white skull on his chest plate. "Punisher…. What are you doing?" I cried up to him and he replied by saying,

"It's nothing personal Spider…. Just business" he started shooting at us again, Spider-Man 2 and I shoot webs at the gun in his hand then pull it away. Iron Man 2 lifts his arm then shoots the roof making him fall so I quickly shoot a web to catch him from falling to his death. I walk over him but as I near him my spider senses go off again so I leap away just as he swipes at me with a hidden small knife. "Come here Spider," he growls,

"Um… I think I'm going to have to take a extended rain check on that chuckles" I replied before webbing him up then his mouth. I turn to face everyone, "So let's…." but before I could finish I heard someone calling my name from above me.

"Spider… oh Spider…. Up here you moron!" I look up to see none other than Cole; I grab White Tiger 2 before shooting a web up to the rooftop the others joined us. Behind Cole stood two portals that were currently turned off, "Well since you defeated Punisher… my master thought it is best if you were hurried along…. But only you Spider-Man is apart of his plan so this second portal will send the others back to their Universe while the second one will send you Spidey to the lair of my master hopefully your other teammates and my idiot of a brother make it in time to help you defeat my master. Cole walks over and activates both portals, the first one liked he said showed White Tiger 2 and Spider-Man 2's Universe so they cautionly walked though.

I stare at Cole with anger in my voice, "What's going to stop me from taking you out right now?" I asked him, he let out hard cold chuckle then said,

"I don't think so" suddenly the portal changes showing Ava chained to the wall in a cell, excitement and joy came over me so I ran and leaped though the portal not caring where I ended up.

**Thanks for reading and please review**


	22. Righting History

**I'm back again... anyways now as I promised here this chapter is longer than the last one now if you read SHIELD Files: Codename Ares File 1 then you should know that Ares is different from the one in this story so enjoy!**

***I don't own Ultimate Spider-Man only Colt Connors/Ares**

**Chapter 22: Righting History**

Ares walked out of the cell then opened the door to his brother and mother's, whence he was inside he pulled both of them into a hug. "We thought you were dead Ares" his mother said, he didn't want to release the hold but he knew that he had to if he was going to finish his plan. "How is it that your alive after all these years?" she asked him, Ares opened his mouth and was about to lie but when he saw the look of happiness in her eyes he knew he couldn't so he replied by saying,

"The truth is mother... I did die" both his mother and brother look at him with confusion so he continued, "I was frozen in a block of ice… I was found centuries later by a government agency called SHIELD they brought me back to life and so I've been working for them for three years…." He turned to face Maria who looked back at him then he said, "And after this mission…. I plan on telling my boss to go to hell then quit" he turned back to face them. Again they hugged but when they heard the door to the dungeon being opened he left the cell then locked door while Dylan did the same to the cell holding Maria. He caught his helmet that Dylan had thrown to him; he put it just as a guard entered the room escorting a woman to another room in the dungeon.

Ares follows them; he opens the door making the other guard to turn around. "What the hell do you…." Before he could finish Ares punched him in the jaw then grabbed his arm. He punches the man's elbow with such force that a loud pop was heard then he slammed the guard's head into the wall. He turns around and faces the woman,

"Are you okay?" he asks the woman, who steps out from the shadows to reveal her face. Ares' eyes widen when he sees who it is, he reaches up and removes his helmet receiving a gasp from the woman. Both Ares and the woman throw their arms around each other, he couldn't believe it… He was holding Kitana the woman he thought was gone. "I've missed you," he whispered into her ear, he could hear that she was crying.

"I thought you were dead… When Harmon showed up… he said that he had killed you during the battle on the Ice Plain" she replied. They released the hug they had on each other,

"He could never keep me from you" Ares replied with a smile on his face, then he remembered that after killing Harmon that he wouldn't be able to stay and once again would lose her. He kissed her forehead then helped her out of the room back into the main room where everyone was waiting for them. "All that we're all together… it's time" he said before making his way out of the dungeon.

"Ares where are you going?" asked Kitana with a hint of sadness, he turned to face her with a frown on his face then said,

"I'm going to go kill Harmon"

"How?"

"Easy…. I'm going to put an arrow though his bald head" he turned to leave again stopped when he heard Maria calling his name, "What now?" he asked to which she replied by saying,

"You can leave me in here?"

"All right Kitana can you help Dylan un-cuff her" he watched as the two entered the cell then quickly ran over and slammed the cell door behind then locked it. "I'm sorry but I have to do this by myself… meanwhile Maria can fill Kitana in on where I've been" he said before taking off running out of the room. He stops then places his helmet back on his head; he enters the castle and then walks into the throne room where he saw Harmon sitting on his brother's throne.

Harmon took a sip of wine from his wine glass then goes to place it back down on the gold tray when it's shot out of his hand. He looks down to see that an arrow had knocked it out of his hand then looked up to see one of his soldiers pointing an arrow at his head. He looked at the soldier's eyes than that's when it hit so he smiled then let out a hard chilling laugh before saying, "I knew you didn't die on that Ice Plain" the soldier reached up and pulled his helmet off to reveal Ares, everyone in the room gasped then started talking among themselves.

Ares stared at the man with hatred in his eyes, "Harmon… I killed you once and I'll do it again" Ares then dropped his bow and arrow. "How about we do this the way we did it before?" he asked as he picked up a sword up off the ground, he watched as Harmon stood up from "his" throne then picked up a large sword. Ares twirled the sword then swung it making it clashing against Harmon's, he blocked another attack from Harmon then swung down slashing Harmon's leg then slashed his right arm. Ares walked around as Harmon fell to the ground, "You killed my father…. Tried to kill my brother, and me you even tired to marry my mother and did…. I am not in a happy mood Harmon and ending your life again will ease my mood" then in one swift movement Ares brought his sword down killing him.

He looked up just as Dylan, Maria, his mother and brother along with Kitana enter the room. Ares goes to say something when a bright light appears behind him, when the light fades a portal appears. Ares takes a deep breath then turns to face everyone, "Dylan and Maria you go on ahead…. There are something I have to take care of first" he said. Both Dylan and Maria shook their head then entered though the portal; again he takes a long deep breath then turns to face Kitana who's making her way towards him.

"Maria told me everything…. This whole time you've been saving the future," she said with a small smile, he pressed his forehead to her then said,

"I can't be without you again…." Before he could finish she pressed her lips to his and when she pulled away she said,

"You're doing great things…. As much as wish you could stay, this isn't your place anymore so go and save the world again" Ares thought about it then said,

"Come with me…. It's not as bad as it is now, the only difference is that there are no kings and queens… well not in the United States there isn't…" he was cut off when she said,

"I can't…. I wouldn't survivor a day there… it's not for me but it is for you so…." She kissed him again on the lips then said, "Go and move on" Ares bit his lip and fought back any tears then kissed her on the forehead before turning and walking though the portal.

**Thanks for reading and don't forget to review**


	23. Enter The Conqueror

**What's up everyone, I'm back with the second to last chapter now I'm going to apologize ahead of time for the short battle between the team and Cole's master but I made it look like he was easy a POSSIBLE (Not confirming) sequel (Probably not will have a future Spider-Man fanfic in the near future that's based off the movie Spider-man and is a spin-off of my Calbo fanfic with RonRon10 titled Avengers Prime anyways enjoy!**

***I don't Ultimate Spider-Man, only Colt Connors/Ares, Dylan and Cole**

**Chapter 23: Enter The Conqueror **

I must've hit the ground hard because my whole front hurts like hell, I groan before getting to my feet. I shake my head then look around hoping to see Ava but of course I don't so I go to start walking when another portal opens up in front of me. Dylan and Maria came falling though then Ares comes in but instead of hitting the ground like the other two he lands on his feet. There's something different about him and I can tell but I rather not ask, he as a grim expression on his face, "Let's just find Tiger and then end this" he growled before walking off.

I along with Maria and Dylan quickly follow Ares who's already out of the hallway, "We'll cover more ground if we split up" I said. Maria and Dylan went off in one direction while Ares and I went the other direction, neither one of us said a word while we made our way making sure to check into each room as we went along. I could the silence anymore so I said, "So um… What did you guys experience wherever you went?" I asked to which Ares replied,

"I don't want to talk about it" we both went silent again, "Can I give you one word of advice?" he said out of the blue. I looked at him waiting for him to continue and he did, "Don't trust everything Fury tells you" I stop in my tracks and he continues to walk. I shake my head then run to catch up with him, but again I stop when I hear groaning sound coming from the other said of an unopened door. I turn to it then using my strength I rip the door off its hinges, my eyes widen with happiness when I see Ava lying on the ground. I run and get down next to her, "Ava… Ava it's me bug boy," I said while lightly shaking her awake. Her head moves then looks up at me which makes me smile, "Hey there" I said.

"Hey… why is it always you saving my behind?" she asked to which I replied,

"Cause I'm the hero of this story" she jabs me in my arm, I rub my now hurting arm and say, "OOWWW…. What was that for?" to which she replies,

"For you being you" our happy moment when we hear,

"Will you two love birds hurry the hell up? We still have to stop Cole and his so called Master" came Ares' voice from outside the room. I hang my head then we both start laughing, I help White Tiger to her feet then we leave the room to see Ares with his arms crossed to his chest was waiting for us. The three of us make our way down the rest of the hallway; suddenly my communicator went off so I pressed the button answering the call.

"Agent Hill? What's Wrong?" I asked to which she replied by saying,

"_We ran… we ran into Cole and we engaged but he took out Dylan, I can't take my by myself you need to hurry to my location"_

"We're on our way" I replied then cut the communication; the three of us took off running. We didn't stop until we reached a huge room where we saw Cole flying around in the air shooting at Maria who was hiding behind a large machine. Ares and I go to move but White Tiger stops me and says,

"You guys go find Cole's master…. I'll help Agent Hill besides I need to get some payback on that jerk" we nod our heads then run out of the room. We came to an even larger room; in the middle of the room was a large throne. We look around at the large machines located in the room; the large door to my left opened and in walked a blue skinned figure. He wore a green shirt with purple armor and purple helmet to match.

"My name is Kang The Conqueror and you will bow down to me," said the figure, I recognize him now. I remember seeing his file on the Helicarrier, The Avengers defeated him with the help of Ultron who was created by current Yellow Jacket former Ant Man Hank Pym. Ares doesn't waste any time as he shoots two arrows right at Kang but the man catches them and easily breaks them in half. "Foolish boy…. Your arrows will not harm…" but before he could finish I launched myself at him landing punch to his face. He stumbles but doesn't affect him as much as usual, I leap at him again but this time he catches then slams be down hard to the ground.

The door opens and in comes White Tiger, Maria Hill and the recovered Dylan. Marian and Dylan start blasting Kang while Ares continues with the arrows; White Tiger helps me up off the ground. I look at her and at the same time we say, "We take him together" we take off running then leaping into the air she lands a kick to his face then I nail him with a fist to the other side of his face allowing the others to hit them with their own shots. Kang stumbles backwards then White Tiger and I land punches at the same time right to his face.

Kang is out and we won…. We actually won, we couldn't believe it then another portal opened up showing the Helicarrier. All five of us including a knocked out Cole walked though the portal and ended up on the top of the Helicarrier. Fury and Coulson walked out, "Good job everyone we stopped Cole and his master along with saving one of our own…"

"Bullshit" everyone turned their attention to Colt who yanked his hood down and stared daggers at Fury. "I know everything… I remember everything, the fact that you had the balls to keep my past from me is what pisses me off so you know what? You can take your good jobs and congratulations and shove them up your ass" Colt said before turning and leaping off the edge of the Helicarrier. We all look at Fury waiting for him to say something but when he doesn't Ava and I leave the same way Colt does heading back to my house to check on my Aunt.

**How was that? What about Colt lashing out at Fury about hiding his past from him? Anyways there is only one chapter left ****plus the epilogue then we are done thanks to everyone who has read, reviewed, followed and favorited this story it means a lot to me and thanks for making this my second most reviewed (Or third depending on how many reviews I get for my second wrestling fanfic My Thug Life 2) story I have written.**


	24. Graduation

**What up everyone, this is it... the final chapter in this story. I'm sad to say that this the end of this story so instead of keeping you guys waiting enjoy the final chapter for this story.**

**Chapter 24: Graduation**

Today was the day; the senior class of Midtown High School was graduating. The senior class consisted of yours truly, Ava, Sam. Luke, Danny, MJ, Harry and Flash…. Wait Flash? It looks like it wasn't a dream when I saw his name on the line-up of us who are graduating. To say no body had seen Colt since he lashed out at Fury three weeks ago would be wrong as he still comes to school and will be graduating with us and he still helps us out when we need it he'll just have nothing to do with Fury or SHIELD because of what they kept from him.

I turn the corner and speak of the devil, there's Colt at his locker so I walk over to him. "Hey man… how are you holding up?" I asked him to which he replies by saying,

"I'm fine Pete…. I mean for a guy who found out that the same people I risked my life working for were keeping things away from me…." Colt slammed his locker shut then punched the door. He smiles and lets out a small chuckle then says, "I'm just peachy" I watch as he walks off. I suddenly feel someone's arms around my waist, I know who it is so I start laughing then say,

"Hey you" I turn to see my beautiful girlfriend Ava. I lean over and press my lips to hers; the kiss starts to escalate but is cut short when we hear someone clearing their throat so we turn our heads to see Principal Coulson standing there with his arms crossed to his chest. "Principal Coulson so nice to see you on this fine and wonderful day" I said with smile, his expression doesn't change then asks,

"Where is Connors?"

"Not wanting to talk to you" replied Ava, she was still upset with Fury and SHIELD about what they did to Colt and keeping such an important piece of his life away from him. I go to reply but before I can even open my mouth Ava grabs my wrist and drags me away off towards where MJ and Harry are standing to talking to the others. "Can you guys believe it? Today we're graduating from High School" Ava said with proud expression on her face.

"I just can't believe that Sam's graduating with us," I added earning a chuckle from everyone Sam who sticks his tongue out at me. We made our way outside and took our seats. I hated this part; I was stuck in the back while Ava sat up front. My attention turned to the front as Coulson took the stage, I really did hear him at first cause suddenly my cell phone went off. I pulled it out and looked at the screen to see I got a text from Colt, I flip it open to read the text.

"_I know that I'm no longer apart of Shield but just know that if you guys ever need help then just know I will always be there to help"_

"Did you talk to Coulson?" I asked him, not two minutes later he replies,

"_Yeah…. he said that Fury wanted to talk to me but I told him that there was nothing Fury could say that would make me come back"_

"Have you talked to Hawkeye and Widow?" I asked him to which he replies,

"_They say they understand where I'm coming from but I seriously doubt they do"_

"What about Alice?" after I sent that text he never replied, my head shoots up when I hear Coulson call my name to speak as Valedictorian. I stand then make my way up onto the stage; I take my place behind the podium. Seeing everyone staring at me is kind of making nervous, but I look at Ava who smiling at me instantly calming me down so I begin to speak. I started with the formal beginning and went on some memories we would remember and how we're not really classmates but one huge family. I go down the steps then take my seat as Coulson went back to the podium.

"As I call your names, you will all come up and grab your diplomas" he started naming people off, I clapped when he said Sam's name but whistled when he said Ava's name. The rest of the A and B students went and grabbed their diplomas, when Colt went up and accepted his diploma from Coulson I could of sworn I could feel the tension between the two. Everyone in front of me went up and got their diploma soon it was my turn. I stood then walked up the stage, I take my diploma then shake Coulson's hand finally I take my seat once again.

"Congratulations to the class of 2013!" announces Coulson; we all stand up then throw our caps into the air. I pick up my cap then suddenly I'm spun around and when I see its Ava, she presses her lips to mine.

**Epilogue- 30 Years Later**

I pull into the driveway to my and Ava's house, we are living a normal life now that we retired from being Spider-Man and White Tiger. I exit the car then open the front door and instantly smell food coming from the kitchen so put my bag down then enter the kitchen. I smile as I see Ava has her back to me so I creep up and wrap my arms around her. "Hey beautiful" I say before kissing her on the cheek, I pull away then say, "Are the kids here?" I see her shake her head then she says,

"No, they out saving the New York right now" I smile at the fact that our kids our out saving the world. Our daughter Mayday Parker is the new Spider-Girl while our son Hector is White Tiger. I kiss her on last time before leaving the kitchen and enter my workroom, "Oh by the way Colt called," she shouts from the kitchen.

"I'll call him back after dinner" I yelled back, I close the door. I walk over and place my bag on my desk. You might think it's kind of funny but I ended up going into the same career as my father. Ava works part time as an instructor at some martial art dojo, which is an undercover training program for SHIELD, it's part of the deal we made that they would leave us along and not get our kids involved in any of their missions. I open the door then walk out into the kitchen and a smile crosses my face when I see my kids sitting at the table waiting for me. I walk over and join my family for dinner.

**Okay so even though this is the end for this story doesn't mean I'm done writing Superhero stories below this is a list of hero stories for Marvel **

**(Past)**

**1. SHIELD Files: Codename Ares File 1**

**2. SHIELD Files: Codename Ares File 2 (Coming Soon)**

**(Present)**

**1. SHIELD Files: Codename Ares File 3 (Takes place during Avengers Movie)(Coming Soon)**

**2. Avengers Prime (W/RonRon10)(Spider-Man and White Tiger action)**

**3. The Spectacular Spider-Man (Spin-off of Avengers Prime)(Coming Soon)**

**4. X-25 Origins (Spin-off of Avengers Prime)(Coming Soon)**


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